COCHIN SHIPYARD LIMITED - Bombay Stock Exchange€¦ · COCHIN SHIPYARD LIMITED Our Company was...

DRAFT RED HERRING PROSPECTUS

Dated: March 23, 2017 (The Draft Red Herring Prospectus will be updated upon filing with the RoC)

(Please read section 32 of the Companies Act, 2013)

100% Book Built Issue

COCHIN SHIPYARD LIMITED Our Company was incorporated as Cochin Shipyard Limited on March 29, 1972 as a private limited company under the Companies Act, 1956, with the Registrar of Companies, Kerala at Ernakulam. Our Company

became a deemed public limited company under section 43A of Companies Act, 1956 on July 1, 1982. Our Company again became a private limited company with effect from July 16, 1985. Our Company became a

public limited company with effect from November 8, 2016 and a fresh certificate of incorporation consequent upon conversion to public limited company was issued by the Registrar of Companies, Kerala at Ernakulam.

For further details, including details of change in registered office of our Company, see “History and Certain Corporate Matters” on page 134.

Registered Office: Administrative Building, Cochin Shipyard Premises, Perumanoor, Kochi - 682015 Kerala, India.

Contact Person: Ms. V. Kala, Company Secretary and Compliance Officer; Tel: +91 (484) 2501306; Fax: +91 (484) 2384001

E-mail: [email protected]; Website: www. www.cochinshipyard.com

Corporate Identity Number: U63032KL1972GOI002414

OUR PROMOTER: THE PRESIDENT OF INDIA ACTING THROUGH THE MINISTRY OF SHIPPING

PUBLIC ISSUE OF 33,984,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF COCHIN SHIPYARD LIMITED (“OUR COMPANY” OR “ISSUER”) FOR CASH AT A

PRICE* OF ` [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) AGGREGATING TO ` [●] MILLION (“ISSUE”) CONSISTING OF A FRESH ISSUE OF

22,656,000 EQUITY SHARES AGGREGATING TO ` [●] MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 11,328,000 EQUITY SHARES BY THE PRESIDENT OF INDIA AGGREGATING

TO ` [●] MILLION (“OFFER FOR SALE”, AND “THE SELLING SHAREHOLDER”). THE ISSUE INCLUDES A RESERVATION OF UP TO 824,000 EQUITY SHARES AGGREGATING TO ` [●]

MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (“EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS EMPLOYEE RESERVATION PORTION IS

REFERRED TO AS THE NET ISSUE. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 25.00% AND 24.39% RESPECTIVELY, OF THE POST ISSUE PAID-UP EQUITY SHARE CAPITAL OF

OUR COMPANY.

THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND, RETAIL DISCOUNT, EMPLOYEE DISCOUNT, IF ANY, IN RUPEES, TO THE RETAIL INDIVIDUAL BIDDERS, THE

ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDER

IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF ENGLISH NATIONAL DAILY NEWSPAPER BUSINESS STANDARD, ALL EDITIONS OF HINDI

NATIONAL DAILY NEWSPAPER BUSINESS STANDARD AND KOCHI EDITION OF MALAYALAM DAILY NEWSPAPER MATHRUBHUMI, MALAYALAM BEING THE REGIONAL LANGUAGE

OF KERALA, WHERE OUR REGISTERED OFFICE IS LOCATED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE

LIMITED (“BSE”) AND THE NATIONAL STOCK EXCHANGE LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE

WEBSITES.

*Retail Discount of ` [●] per Equity Share to the Issue Price may be offered to the Retail Individual Bidders and Employee Discount of `[●] per Equity Share to the Issue Price may be offered to the Eligible Employees

Bidding in the Employee Reservation Portion.

In case of any revision to the Price Band, the Bid/Issue Period will be extended by atleast three additional Working Days after such revision of the Price Band, subject to the total Bid/Issue Period not exceeding 10 Working

Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the

website of the Book Running Lead Managers and at the terminals of the other members of the Syndicate.

In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Issue for at least 10% of the post-Issue paid-up Equity Share capital of our Company. In accordance with

Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”), the Issue is being made through the Book

Building Process wherein 50% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”). 5% of the QIB Portion shall be available for allocation

on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received

at or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for

allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Further, 824,000 Equity Shares shall be reserved for allocation on a

proportionate basis to Eligible Employees, subject to valid bids being received at or above the Issue Price. All potential Bidders shall mandatorily participate in the Issue through an Application Supported by Blocked Amount

(“ASBA”) process by providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). For details, see “Issue Procedure” on page 303.

RISKS IN RELATION TO THE FIRST ISSUE

This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 and the Floor Price is [●] times the face value and the

Cap Price is [●] times the face value. The Issue Price (determined by our Company and the Selling Shareholder in consultation with the BRLMs as stated in “Basis for Issue Price” on page 88) should not be taken to be

indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares

will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised

to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved.

The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring

Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 17.

ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the

context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein

are honestly held and that there are no other facts, the omission of which makes the Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any

material respect. Further, the Selling Shareholder confirms all information set out about itself as the Selling Shareholder in context of the Offer for Sale included in this Draft Red Herring Prospectus and accepts responsibility

for statements in relation to itself and the Equity Shares being sold by it in the Offer for Sale.

LISTING

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an ‘in-principle’ approval from the BSE and the NSE for the listing of the Equity

Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●]. A copy of the Red Herring Prospectus and the Prospectus shall be delivered for registration

to the RoC in accordance with section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/Issue Closing

Date, see “Material Contracts and Documents for Inspection” on page 357.

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

SBI Capital Markets Limited

202, Maker Tower ‘E, Cuffe Parade

Mumbai - 400005, Maharashtra, India

Tel: +91 (22) 22178300

Fax: +91 (22) 22188332

E-mail: [email protected]

Investor grievance e-mail:

[email protected]

Contact Person: Mr. Nikhil Bhiwapurkar / Mr.

Sandeep Tenneti

Website: www.sbicaps.com

SEBI Registration No.: INM000003531

Edelweiss Financial Services Limited

14th Floor, Edelweiss House, Off. C.S.T Road,

Kalina


Telephone: +91 (22) 40094400

Fax: +91 (22) 40863610



[email protected]

Contact Person: Mr. Siddharth Shah

Website: www.edelweissfin.com


JM Financial Institutional Securities Limited

7th Floor, Cnergy, Appasaheb Marathe Marg,

Prabhadevi, Mumbai - 400025, Maharashtra,

India

Tel: +91 (22) 66303030

Fax: +91 (22) 66303330



[email protected]

Contact Person: Ms. Prachee Dhuri

Website: www.jmfl.com


Link Intime India Private Limited

C 101, 247 Park, L B S Marg,

Vikhroli West, Mumbai 400 083

Maharashtra, India

Tel: +91 (22) 4918 6200

Fax: +91 (22) 4918 6195

Email: [email protected]

Investor grievance email: [email protected]

Contact Person: Ms. Shanti Gopalkrishnan

Website: www.linkintime.co.in

SEBI Registration No: INR000004058

BID/ISSUE PROGRAMME

BID/ISSUE OPENS ON [●]

BID/ISSUE CLOSES ON (FOR QIBs) (*) [●]

BID/ ISSUE CLOSES ON (FOR OTHER BIDDERS) [●] (*) Our Company and the Selling Shareholder, in consultation with the BRLMs, may, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date

in accordance with the SEBI ICDR Regulations.

mailto:[email protected]

http://www.linkintime.co.in/

TABLE OF CONTENTS

SECTION I: GENERAL ------------------------------------------------------------------------------------------------------------------ 1

DEFINITIONS AND ABBREVIATIONS..............................................................................................................................1

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ........................................................................ 12

FORWARD-LOOKING STATEMENTS ............................................................................................................................. 15

SECTION II: RISK FACTORS ------------------------------------------------------------------------------------------------------- 17

SECTION III: INTRODUCTION ---------------------------------------------------------------------------------------------------- 43

SUMMARY OF INDUSTRY ............................................................................................................................................... 43

SUMMARY OF BUSINESS ................................................................................................................................................ 45

SUMMARY FINANCIAL INFORMATION ....................................................................................................................... 52

THE ISSUE ........................................................................................................................................................................... 56

GENERAL INFORMATION ............................................................................................................................................... 58

CAPITAL STRUCTURE ...................................................................................................................................................... 66

OBJECTS OF THE ISSUE ................................................................................................................................................... 78

BASIS FOR ISSUE PRICE ................................................................................................................................................... 88

STATEMENT OF TAX BENEFITS ..................................................................................................................................... 91

SECTION IV: ABOUT OUR COMPANY ------------------------------------------------------------------------------------------ 94

INDUSTRY OVERVIEW .................................................................................................................................................... 94

OUR BUSINESS ................................................................................................................................................................ 114

REGULATIONS AND POLICIES ..................................................................................................................................... 129

HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 134

OUR MANAGEMENT ....................................................................................................................................................... 140

OUR PROMOTER AND PROMOTER GROUP ................................................................................................................ 158

OUR GROUP COMPANIES .............................................................................................................................................. 159

RELATED PARTY TRANSACTIONS ............................................................................................................................. 160

DIVIDEND POLICY .......................................................................................................................................................... 161

SECTION V: FINANCIAL INFORMATION ------------------------------------------------------------------------------------- 162

FINANCIAL STATEMENTS ............................................................................................................................................ 162

SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS ................................................................... 230

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

............................................................................................................................................................................................ 236

FINANCIAL INDEBTEDNESS ......................................................................................................................................... 259

SECTION VI: LEGAL AND OTHER INFORMATION ----------------------------------------------------------------------- 265

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ........................................................... 265

GOVERNMENT AND OTHER APPROVALS ................................................................................................................. 271

OTHER REGULATORY AND STATUTORY DISCLOSURES ...................................................................................... 277

SECTION VII: ISSUE INFORMATION ------------------------------------------------------------------------------------------- 295

TERMS OF THE ISSUE ..................................................................................................................................................... 295

ISSUE STRUCTURE ......................................................................................................................................................... 299

ISSUE PROCEDURE ......................................................................................................................................................... 303

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................................... 346

SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ---------------------------------------------- 347

SECTION IX: OTHER INFORMATION ------------------------------------------------------------------------------------------ 357

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ----------------------------------------------------- 357

DECLARATION ------------------------------------------------------------------------------------------------------------------------ 359

1

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise

indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation,

rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy, as amended,

supplemented or re-enacted from time to time.

The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the

extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the

SCRA, the Depositories Act or the rules and regulations made there under.

Notwithstanding the foregoing, terms used in “Statement of Tax Benefits”, “Financial Statements” and “Main

Provisions of Articles of Association” on pages 91, 162 and 347, respectively, shall have the meaning ascribed to

such terms in such sections.

General Terms

Term Description

“our Company”, the

“Company”, the “Issuer”, we,

us or our

Cochin Shipyard Limited, a company incorporated under the Companies Act,

1956, having its registered office at Administrative Building, Cochin Shipyard

Premises, Perumanoor, Kochi - 682015, Kerala, India

Company Related Terms

Term Description

Articles of Association/AoA The articles of association of our Company, as amended

Audit Committee The audit committee of the Board of Directors described in “Our

Management” on page 140

Board/Board of Directors The board of directors of our Company or a duly constituted committee thereof

CPSE Capital Restructuring

Guidelines

An Office Memorandum bearing F. No. 5/2/2016-Policy dated May 27, 2016,

issued by DIPAM on Guidelines on Capital Restructuring of Central Public

Sector Enterprises.

CSR & SD Committee Corporate Social Responsibility and Sustainability Development Committee

which was re-constituted pursuant to the board meeting held on May 7, 2016

Director(s) The director(s) of our Company

Equity Shares The equity shares of our Company of face value of `10 each

Key Management Personnel Key management personnel of our Company in terms of section 2(51) the

Companies Act, 2013 or regulation 2(1)(s) of the SEBI ICDR Regulations and

as disclosed in “Our Management” on page 140

Materiality Policy Our Company, in its Board meeting held on January 24, 2017, adopted a policy

on identification of material creditors and material litigations

Memorandum of Association/

MoA

The memorandum of association of our Company, as amended

MoU Our Company enters into a Memorandum of Understanding with Department

of Public Enterprises, Ministry of Shipping, GoI every financial year

Promoter The Promoter of our Company is the President of India acting through the

Ministry of Shipping

Registered Office / Registered

and Corporate Office

Registered Office of our Company located at Administrative Building, Cochin

Shipyard Premises, Perumanoor, Kochi - 682015, Kerala, India

Restated Financial Statements The audited standalone financial statements of our Company as at and for the

financial years ended March 31, 2016, 2015, 2014, 2013 and 2012 and as at

and for the half year ended September 30, 2016, which comprises the audited

standalone balance sheet, the audited standalone statement of profit and loss

and the audited standalone cash flow statement and notes to the audited

standalone financial statements of assets and liabilities, profit and loss and cash

flows, prepared in accordance with Indian GAAP and the Companies Act and

2

Term Description

restated in accordance with the SEBI ICDR Regulations and the Revised

Guidance Note on Reports in Company Prospectuses (Revised) issued by the

ICAI, together with the schedules, notes and annexures thereto

RoC Registrar of Companies, Kerala, situated at Ernakulam, India

RMC Risk Management Committee

SEBI Exemption Letter Our Company has received relaxation from the strict enforcement of

compliance with corporate governance norms under schedule VIII part A

(2)(VIII)(E)(7)(a) and schedule VII(1)(b) of the SEBI ICDR Regulations at the

time of filing this Draft Red Herring Prospectus vide letter numbered

CFD/DIL-II/NR/AEA/OW/2016/z6015 dated September 16, 2016 issued by

SEBI

SEBI Letter Our Company has received relaxation from the strict enforcement of schedule

VIII, clause VII (E), (F) and (H) of SEBI ICDR Regulations and clause 1.2(iv)

of the SEBI (Framework for Rejection of Draft Offer Documents) Order, 2012

at the time of filing this Draft Red Herring Prospectus vide letter numbered

CFD/DIL-1/BNS/SD/329/1/2016 dated December 6, 2016 issued by SEBI

Shareholders Shareholders of our Company

Statutory Auditor/ Auditor The statutory auditor of our Company, namely, Krishnamoorthy &

Krishnamoorthy, Chartered Accountants

Issue Related Terms

Term Description

Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof

of registration of the Bid cum Application Form

Allot/Allotment/Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant

to the Fresh Issue and transfer of Equity Shares offered by the Selling

Shareholder pursuant to the Offer for Sale, to the successful Bidders

Allotment Advice Note, advice or intimation of Allotment sent to the Bidders who have been or

are to be Allotted the Equity Shares after the Basis of Allotment has been

approved by the Designated Stock Exchange

Allottee A successful Bidder to whom the Equity Shares is Allotted

Application Supported by

Blocked Amount or ASBA

An application, whether physical or electronic, used by an ASBA Bidder, to

make a Bid and authorize a SCSB to block the Bid Amount in the ASBA

Account

ASBA Account A bank account maintained with a SCSB and specified in the ASBA Form

submitted by Bidders for blocking the Bid Amount mentioned in the ASBA

Form

ASBA Bid A Bid made by an ASBA Bidder including all revisions and modifications

thereto as permitted under the SEBI ICDR Regulations

ASBA Bidder Any Bidder in the Issue who intends to submit a Bid

ASBA Form/ Bid cum

Application Form

An application form, whether physical or electronic, used by an ASBA Bidder

and which will be considered as an application for Allotment in terms of the Red

Herring Prospectus and the Prospectus

Banker(s) to the Issue/Escrow

Collection Bank(s)

Banks which are clearing members and registered with SEBI as bankers to an

issue and with whom the Public Issue Account will be opened

Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders

under the Issue and which is described in “Issue Procedure” on page 303.

Bid An indication to make an offer during the Bid/Issue Period by an ASBA Bidder

pursuant to submission of the ASBA Form, to subscribe to or purchase the

Equity Shares of our Company at a price within the Price Band, including all

revisions and modifications thereto as permitted under the SEBI ICDR

Regulations.

3

Term Description

The term Bidding shall be construed accordingly

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form

and payable by the Bidder or as blocked in the ASBA Account of the Bidder, as

the case may be, upon submission of the Bid

Bid Lot [●] Equity Shares

Bid/Issue Closing Date The date after which the Designated Intermediaries will not accept any Bids,

which shall be published in two national daily newspapers, one each in English

and Hindi, and in one Malayalam daily newspaper, each with wide circulation.

Our Company and the Selling Shareholder, in consultation with the BRLMs,

consider closing the Bid/Issue Period for QIBs one Working Day prior to the

Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.

Bid/Issue Opening Date The date on which the Designated Intermediaries shall start accepting Bids,

which shall be published in in two national daily newspapers, one each in

English and Hindi, and in one Malayalam daily newspaper, each with wide

circulation

Bid/Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date,

inclusive of both days, during which prospective Bidders can submit their Bids,

including any revisions thereof

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red

Herring Prospectus and the Bid cum Application Form and unless otherwise

stated or implied

Bidding Centers Centers at which the Designated Intermediaries shall accept the Bid cum

Application Forms, i.e., Designated SCSB Branch for SCSBs, Specified

Locations for Syndicate, Broker Centres for Registered Brokers, Designated

RTA Locations for RTAs and Designated CDP Locations for CDPs

Book Building Process Book building process, as provided in Schedule XI of the SEBI ICDR

Regulations, in terms of which the Issue is being made

Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the

ASBA Forms to a Registered Broker.

The details of such Broker Centres, along with the names and contact details of

the Registered Brokers are available on the respective websites of the Stock

Exchanges (www.bseindia.com and www.nseindia.com)

Cap Price The higher end of the Price Band, above which the Issue Price will not be

finalised and above which no Bids will be accepted

Client ID Client identification number maintained with one of the Depositories in relation

to the demat account

Collecting Depository

Participant or CDP

A depository participant as defined under the Depositories Act, 1996, registered

with SEBI and who is eligible to procure Bids at the Designated CDP Locations

in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,

2015 issued by SEBI

Cut-off Price Issue Price, finalised by our Company and the Selling Shareholder, in

consultation with the BRLMs, which shall be any price within the Price Band.

Only Retail Individual Bidders and the Eligible Employees Bidding in the Retail

Portion and Employee Reservation Portion, respectively are entitled to Bid at

the Cut-off Price. QIBs and Non-Institutional Bidders are not entitled to Bid at

the Cut-off Price

Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s

father/husband, investor status, occupation and bank account details

Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms to

Collecting Depository Participants.

4

Term Description

The details of such Designated CDP Locations, along with names and contact

details of the Collecting Depository Participants eligible to accept Bid cum

Application Forms are available on the respective websites of the Stock

Exchanges (www.bseindia.com and www.nseindia.com)

Designated Date The date on which the amounts blocked by the SCSBs are transferred from the

ASBA Accounts, to the Public Issue Account after filing of the Prospectus with

the RoC, following which the Board of Directors may Allot Equity Shares to

successful Bidders in the Issue

Designated Intermediaries Syndicate Members, sub-Syndicate/agents, SCSBs, Registered Brokers,

Brokers, the CDPs and RTAs, who are authorized to collect Bid cum

Application Forms from the Bidders, in relation to the Issue

Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to

RTAs. The details of such Designated RTA Locations, along with names and

contact details of the RTAs eligible to accept ASBA Forms are available on the

respective websites of the Stock Exchanges (www.bseindia.com and

www.nseindia.com)

Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of

which is available on the website of SEBI at

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Registered-

Intermediaries.html or at such other website as may be prescribed by SEBI from

time to time

Designated Stock Exchange [●]

Draft Red Herring Prospectus

or DRHP

This draft red herring prospectus dated March 23, 2017, issued in accordance

with the SEBI ICDR Regulations, which does not contain complete particulars

of the price at which the Equity Shares will be Allotted and the size of the Issue

Eligible Employee All or any of the following:

(a) a permanent and full time employee of our Company (excluding such

employees who are not eligible to invest in the Issue under applicable laws)

as of the date of filing of the Red Herring Prospectus with the RoC and who

continues to be an employee of our Company, until the submission of the

Bid cum Application Form; and

(b) a Director of our Company who is eligible to apply under the Employee

Reservation Portion under applicable law and is resident in India

The maximum Bid Amount under the Employee Reservation Portion by an

Eligible Employee shall not exceed ̀ 500,000 on a net basis. However, the initial

Allotment to an Eligible Employee in the Employee Reservation Portion shall

not exceed `200,000 (which will be less Employee Discount). Only in the event

of an under-subscription in the Employee Reservation Portion post the initial

allotment, such unsubscribed portion may be Allotted on a proportionate basis

to Eligible Employees Bidding in the Employee Reservation Portion, for a value

in excess of `200,000, subject to the total Allotment to an Eligible Employee

not exceeding `500,000 (which will be less Employee Discount).

Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer

or invitation under the Issue and in relation to whom the Bid cum Application

Form and the Red Herring Prospectus will constitute an invitation to subscribe

or to purchase the Equity Shares

Employee Discount Discount of ` [●] per Equity Share to the Issue Price given to Eligible

Employees Bidding in the Employee Reservation Portion

Employee Reservation Portion The portion of the Issue being up to 824,000 Equity Shares aggregating to ` [●]

million, available for allocation to Eligible Employees, on a proportionate basis.

The maximum Bid Amount under the Employee Reservation Portion by an

Eligible Employee shall not exceed `500,000 on a net basis.

http://www.nseindia.com/

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Registered-Intermediaries.html

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Registered-Intermediaries.html

5

Term Description

Escrow Agreement The agreement dated [●] entered into between our Company, the Selling

Shareholder, the Registrar to the Issue, the BRLMs, the Syndicate Members, the

Escrow Collection Bank(s) and the Refund Bank(s) for transfer of funds from

Public Issue Account and where applicable, refunds of the amounts collected,

on the terms and conditions thereof

First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the

Revision Form and in case of joint Bids, whose name shall also appear as the

first holder of the beneficiary account held in joint names

Floor Price The lower end of the Price Band, subject to any revision thereto, at or above

which the Issue Price will be finalised and below which no Bids will be accepted

Fresh Issue The fresh issue of 22,656,000 Equity Shares of face value of ` 10 each for cash

at a price of ` [●] each, aggregating to ` [●] million by our Company

General Information

Document/GID

The General Information Document prepared and issued in accordance with the

circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI and

updated pursuant to the circulars (CIR/CFD/POLICYCELL/III/2015) dated

November 10, 2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January

21, 2016, suitably modified and included in “Issue Procedure” on page 303.

Issue The public issue of 33,984,000 Equity Shares of face value of ` 10 each for cash

at a price of ` [●] each, aggregating to ` [●] million comprising the Fresh Issue

and the Offer for Sale. The Issue comprises of Net Issue and Employee

Reservation Portion.

Issue Agreement The agreement dated March 23, 2017 entered into between our Company, the

Selling Shareholder, and the BRLMs, pursuant to which certain arrangements

are agreed to in relation to the Issue

Issue Price The final price at which the Equity Shares will be Allotted to Bidders.

The Issue Price will be decided by our Company and the Selling Shareholder,

in consultation with the BRLMs, on the Pricing Date

Issue Proceeds The proceeds of the Fresh Issue and the Offer for Sale that are available to our

Company and the Selling Shareholder, respectively

Maximum RIB Allottees The maximum number of Retail Individual Bidders who can be allotted the

minimum Bid Lot. This is computed by dividing the total number of Equity

Shares available for Allotment to Retail Individual Bidders by the minimum Bid

Lot

Mutual Fund Portion 5% of the QIB Portion, or 829,000 Equity Shares which shall be available for

allocation to Mutual Funds only

Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of

India (Mutual Funds) Regulations, 1996

Net Issue The Issue less the Employee Reservation Portion being 33,160,000 Equity

Shares aggregating to ` [●] million

Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Issue expenses. For

further information about use of the Issue Proceeds and the Issue expenses, see

“Objects of the Issue” on page 78.

Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders or Eligible Employees

Bidding in the Retail Portion or Employee Reservation Portion, respectively and

who have Bid for the Equity Shares for an amount more than `200,000 (but not

including NRIs other than Eligible NRIs)

Non-Institutional Portion The portion of the Issue being not less than 15% of the Net Issue comprising of

4,974,000 Equity Shares which shall be available for allocation on a

proportionate basis to Non-Institutional Bidders, subject to valid Bids being

received at or above the Issue Price

Non-Resident A person resident outside India as defined under FEMA and includes a Non

Resident Indian, FVCIs, FIIs and FPIs

6

Term Description

Offer for Sale Offer for sale of 11,328,000 Equity Shares by the Selling Shareholder at the

Issue Price.

Price Band Price band of a minimum price of ` [●] per Equity Share (Floor Price) and the

maximum price of ` [●] per Equity Share (Cap Price) including any revisions

thereof.

The Price Band, the Retail Discount, the Employee Discount and the minimum

Bid Lot size for the Issue will be decided by our Company and the Selling

Shareholder, in consultation with the BRLMs, and will be advertised, at least

five Working Days prior to the Bid/Issue Opening Date in all editions of English

national daily newspaper Business Standard, all editions of Hindi national daily

newspaper Business Standard and Kochi edition of Malayalam daily newspaper

Mathrubhumi, Malayalam being the regional language of Kerala, where our

registered office is located.

Pricing Date The date on which our Company and the Selling Shareholder, in consultation

with the BRLMs, will finalise the Issue Price

Prospectus The Prospectus to be filed with the RoC after the Pricing Date in accordance

with section 26 of the Companies Act, 2013, and the provisions of the SEBI

ICDR Regulations containing, inter alia, the Issue Price that is determined at

the end of the Book Building Process, the size of the Issue and certain other

information including any addenda or corrigenda thereto

Public Issue Account A bank account opened with the Bankers to the Issue by our Company under

section 40(3) of the Companies Act, 2013 to receive monies from the ASBA

Accounts on the Designated Date

QIB Category/QIB Portion The portion of the Net Issue being 50% of the Net Issue comprising of

16,580,000 Equity Shares which shall be Allotted to QIBs

Qualified Institutional Buyers

or QIBs or QIB Bidders

Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI

ICDR Regulations

Red Herring Prospectus or RHP The Red Herring Prospectus dated [●] issued in accordance with section 32 of

the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations,

which will not have complete particulars of the price at which the Equity Shares

will be offered and the size of the Issue, including any addenda or corrigenda

thereto.

The Red Herring Prospectus will be registered with the ROC at least three

Working Days before Bid Issue Opening Date and will become the Prospectus

upon filing with the RoC after the Pricing Date

Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals,

other than the Members of the Syndicate, eligible to procure Bids in terms of

circular no. CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI

Registrar Agreement The agreement dated March 23, 2017 entered into between our Company, the

Selling Shareholder and the Registrar to the Issue in relation to the

responsibilities and obligations of the Registrar to the Issue pertaining to the

Issue

Registrar and Share Transfer

Agents or RTAs

Registrar and share transfer agents registered with SEBI and eligible to procure

Bids at the Designated RTA Locations in terms of circular no.

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

Registrar to the Issue or

Registrar

Link Intime India Private Limited, a company incorporated under the

Companies Act, 1956, having its registered office at C 101, 247 Park, L B S

Marg, Vikhroli West, Mumbai 400 083, Maharashtra, India

Retail Discount Discount of ` [●] per Equity Share to the Issue Price given to Retail Individual

Bidders in the Retail Portion

Retail Individual

Bidder(s)/RIB(s)

Individual Bidders, other than Eligible Employees Bidding in the Employee

Reservation Portion who have Bid for the Equity Shares for an amount not more

7

Term Description

than ` 200,000 in any of the bidding options in the Net Issue (including HUFs

applying through their Karta and Eligible NRIs)

Retail Portion The portion of the Net Issue being not less than 35% of the Net Issue consisting

of 11,606,000 Equity Shares which shall be available for allocation to Retail

Individual Bidder(s) in accordance with the SEBI ICDR Regulations subject to

valid Bids being received at or above the Issue Price

Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid

Amount in any of their ASBA Forms or any previous Revision form(s).

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower

their Bids (in terms of quantity and of Equity Shares or the Bid Amount) at any

stage. Retail Individual Bidders cannot revise their Bids after the Bid/Issue

Closing Date

Self Certified Syndicate

Bank(s) or SCSB(s)

Banks registered with SEBI, offering services in relation to ASBA, a list of

which is available on the website of SEBI at


Intermediaries.html and updated from time to time

Selling Shareholder The President of India, acting through the Ministry of Shipping

Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms, a list of which

is available on the website of SEBI at


Intermediaries.html and updated from time to time

Stock Exchanges BSE Limited and the National Stock Exchange of India Limited

Syndicate Agreement The agreement dated [●], entered into between, the BRLMs, the Syndicate

Members, our Company, the Selling Shareholder and Registrar to the Issue in

relation to the collection of Bid cum Application Forms by Syndicate Members

Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities as

an underwriter, in this case, [●]

Syndicate or Members of the

Syndicate

The BRLMs and the Syndicate Members

Underwriters The Book Running Lead Manager(s) and the Syndicate Member(s)

Underwriting Agreement The agreement dated [●] to be entered into among the Underwriters, our

Company and the Selling Shareholder on or after the Pricing Date

Working Day “Working Day” means all days, other than second and fourth Saturday of the

month, Sunday or a public holiday, on which commercial banks in Mumbai are

open for business; provided however, with reference to (a) announcement of

Price Band; and (b) Bid/Issue Period, “Working Day” shall mean all days,

excluding all Saturdays, Sundays or a public holiday, on which commercial

banks in Mumbai are open for business; and with reference to the time period

between the Bid/Issue Closing Date and the listing of the Equity Shares on the

Stock Exchanges, “Working Day” shall mean all trading days of Stock

Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular

SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Technical/Industry Related Terms/Abbreviations

Term Description

3D 3-Dimensional

A&N Administration Andaman and Nicobar Administration

AHTS Anchor Handling Tug Supply vessel

BWTS Ballast Water Treatment System

CCTV Closed-circuit Television

CGT Compensated Gross Tonnage

CoPT Cochin Port Trust

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1365051213899.html




8

Term Description

CSD Cutter Suction Dredgers

CSR Corporate Social Responsibility

cu m cubic metre

CUSAT Cochin University of Science and Technology

DCI Dredging Corporation of India

DD DPR A detailed project report dated October 5, 2016 prepared by HaskoningDHV

India Private Limited in relation to setting up of a new Dry Dock DGLL Directorate General of Lighthouses and Lightships

DGS Director General of Shipping

Dry Dock Setting up of a new dry dock within the existing premises of our Company Dry Dock Project Consultant HaskoningDHV India Private Limited DWT Dead Weight Tonnage

EEZ Exclusive Economic Zone

EOT crane Electrical Overhead Travelling crane

ERP Enterprise Resource Planning

ETP Effluent Treatment Plant

FPV Fast Patrol Vessels

GCDA Greater Cochin Development Authority

GME Graduate Marine Engineering

GTT GTT (Gaztransport & Technigaz) SA

GTV Geotechnical Vessel

HDPEL Hooghly Dock & Port Engineers Limited

HVAC Heating, Ventilation and Air-Conditioning

IAC Indigenous Aircraft Carrier

IHOP Integrated Hull Outfit and Painting

INS Indian Naval Ship

IRRPL India Ratings and Research Private Limited

ISO International Organization for Standardization

ISRF International Ship Repair Facility ISRF DPR A detailed project report dated May 21, 2015 prepared by a consortium of Inros

Lackner SE, Bremen, Germany and Tata Consulting Engineers Limited, India in

relation to setting up of ISRF at Cochin Port Trust ISRF Project Consultant A consortium of Inros Lackner AG, Bremen, Germany and Tata Consulting

Engineers Limited, India JCEP Jyoti Comprehensive Education Programme

kV HT cable kilo Volt High Tension Cable

kW Kilowatt

LDCL Lakshadweep Development Corporation Limited

LLTT Level Luffing Transfer Trolley

LNG Liquefied Natural Gas

m metre

MOEFCC Ministry of Environment, Forest and Climate Change

MT Motor Tanker

MV Motor Vessel

NABL National Accreditation Board for testing and calibration Laboratories

NDT Non-Destructive Testing

NPCC National Petroleum Construction Company, Abu Dhabi

OEM Original Equipment Manufacturer

OHSAS Occupational Health and Safety Assessment Series

PSV Platform Supply Vessel

Ro-Ro Roll-On/Roll-Off

STCW International Convention on Standards of Training, Certification and

Watchkeeping for Seafarers

STP Sewage Treatment Plant

Techcross Techcross Inc.

TSHD Trailing Suction Hopper Dredgers UTL berth Union Territory of Lakshadweep berth

9

Term Description

V L T panels Volt Low Tension Panel

WSV Well Stimulation Vessel

Conventional and General Terms or Abbreviations

Term Description

`/Rs./Rupee(s)/INR Indian Rupees

AGM Annual General Meeting

AIF Alternative Investment Fund as defined in and registered with SEBI under the

SEBI AIF Regulations

Air Act The Air (Prevention and Control of Pollution) Act, 1981

Approval of Models Rules The Legal Metrology (Approval of Models) Rules, 2011

AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India

AY Assessment Year

BIS Act The Bureau of Indian Standards Act, 1986

BSE BSE Limited

CAG Comptroller and Auditor General

CAGR Compounded Annual Growth Rate

Category I Foreign Portfolio

Investors

FPIs who are registered with SEBI as “Category I foreign portfolio investors”

under the SEBI FPI Regulations

Category II Foreign Portfolio

Investors

FPIs who are registered with SEBI as “Category II foreign portfolio investors”


Category III Foreign Portfolio

Investors

FPIs who are registered with SEBI as “Category III foreign portfolio investors”


CDSL Central Depository Services (India) Limited

CIN Corporate Identity Number

Client ID Client identification number of the Bidders beneficiary account

Companies Act Companies Act, 1956 and/or the Companies Act, 2013, as applicable

Companies Act, 1956 Companies Act, 1956, as amended (without reference to the provisions thereof

that have ceased to have effect upon the notification of the Notified Sections)

Companies Act, 2013 The Companies Act, 2013, to the extent in force pursuant to the notification of

the Notified Sections

CRZ Coastal Regulation Zone

Depositories NSDL and CDSL

Depositories Act The Depositories Act, 1996

DIN Director Identification Number

DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and

Industry, Government of India

DP ID Depository Participant’s Identification

DP/Depository Participant A depository participant as defined under the Depositories Act

DPE Department of Public Enterprises, Ministry of Heavy Industries and Public

Enterprises, Government of India

EBITDA Earnings before interest, taxes, depreciation, and amortisation

ECB External Commercial Borrowing

Environment Act or EPA Environment Protection Act, 1986

EPS Earnings Per Share

Equity Listing Agreement Listing Agreement to be entered into with the Stock Exchanges on which the

Equity Shares of our Company are to be listed

ESI Act Employees State Insurance Act, 1948

EU European Union

FCNR Foreign Currency Non-Resident

FDI Foreign Direct Investment

FY Financial Year

GDP Gross Domestic Product

GoI Government of India

GST Goods and Services Tax

Consolidated FDI Policy Consolidated FDI Policy issued by the DIPP by circular D/o IPP F. No.

5(1)/2016-FC-1 of 2016, with effect from June 7, 2016, as amended.

10

Term Description

FEMA Foreign Exchange Management Act, 1999, read with rules and regulations

thereunder

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person

Resident Outside India) Regulations, 2000, as amended

FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations

Financial Year/FY/Fiscal Unless stated otherwise, the period of 12 months ending March 31 of that

particular year

FIPB Foreign Investment Promotion Board

FPI(s) A foreign portfolio investor as defined under the SEBI FPI Regulations

FTA Foreign Trade (Development and Regulation) Act, 1992

FTP Foreign Trade Policy (2015 - 2020)

FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI

Regulations

GAAR General Anti Avoidance Rules

GDP Gross Domestic Product

GIR General Index Register

GoI or Government Government of India

GST Goods and services tax

Hazardous Chemical Rules Manufacture, Storage and Import of Hazardous Chemical Rules, 1989

Hazardous Wastes Rules The Hazardous and Other Wastes (Management and Transboundary Movement)

Rules, 2016

I(D&R) Act Industrial (Development and Regulation) Act, 1951, as amended

ICAI The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

Income Tax Act The Income Tax Act, 1961

Ind-AS The Indian Accounting Standards

Ind-AS Rules Companies (Indian Accounting Standards) Rules, 2015

India Republic of India

Indian GAAP Generally Accepted Accounting Principles in India

IPO Initial Public Offering

IRDAI Insurance Regulatory and Development Authority of India

IRS Indian Register of Shipping

IST Indian Standard Time

IT Information Technology

KGST Kerala General Sales Tax Act, 1963

KVAT Kerala Value Added Tax, 2003

Legal Metrology Act Legal Metrology Act, 2009

LM Act The Legal Metrology Act, 2009

Merchant Shipping Act Merchant Shipping Act, 1958

MICR Magnetic Ink Character Recognition

Mn Million

MoU Memorandum of Understanding

Municipal Solid Wastes Rules The Solid Wastes Management Rules, 2016

N.A./NA Not Applicable

NAV Net Asset Value

NECS National Electronic Clearing Services

NEFT National Electronic Fund Transfer

Notified Sections The sections of the Companies Act, 2013 that have been notified by the Ministry

of Corporate Affairs, Government of India

NRE Account Non Resident External Account

NRI A person resident outside India, who is a citizen of India or a person of Indian

origin, and shall have the meaning ascribed to such term in the Foreign

Exchange Management (Deposit) Regulations, 2000

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited

NSE The National Stock Exchange of India Limited

11

Term Description

OCB/ Overseas Corporate

Body

A company, partnership, society or other corporate body owned directly or

indirectly to the extent of at least 60% by NRIs including overseas trusts, in

which not less than 60% of beneficial interest is irrevocably held by NRIs

directly or indirectly and which was in existence on October 3, 2003 and

immediately before such date had taken benefits under the general permission

granted to OCBs under FEMA. OCBs are not allowed to invest in the Issue

ONGC Oil & Natural Gas Corporation

p.a. Per annum

P/E Ratio Price/Earnings Ratio

PAN Permanent Account Number

PAT Profit After Tax

PIL Public Interest Litigation

PSU Public Sector Undertaking

Public Liability Act Public Liability Insurance Act, 1991

RBI The Reserve Bank of India

RoNW Return on Net Worth

RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)

Regulations, 2012

SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)

Regulations, 1995

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor)

Regulations, 2000

SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009, as amended

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015

SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations,

1996 as repealed pursuant to the SEBI AIF Regulations

Securities Act United States Securities Act of 1933

SCI Shipping Corporation of India Limited

sq mt square metre

Sq. ft. Square feet

State Government The government of a state in India

STT Securities Transaction Tax

Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

T Tonne

U.K. or UK United Kingdom

U.S./U.S.A./United States United States of America

US GAAP Generally Accepted Accounting Principles in the United States of America

USD/US$ United States Dollars

VAT Value Added Tax

VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI

VCF Regulations or the SEBI AIF Regulations, as the case may be

Water Act The Water (Prevention and Control of Pollution) Act, 1974, as amended

Water Cess Act The Water (Prevention and Control of Pollution) Cess Act, 1977, as amended

12

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and all references to

the “U.S.”, “U.S.A” or “United States” are to the United States of America.

Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page

numbers of this Draft Red Herring Prospectus.

Financial Data

Unless stated otherwise, the financial information in this Draft Red Herring Prospectus is derived from our

Restated Financial Statements in accordance with the Companies Act and Indian GAAP and restated in accordance

with the SEBI ICDR Regulations.

Our Company’s Financial Year commences on April 1 and ends on March 31 of the following year. Accordingly,

all references to a particular financial year, unless stated otherwise, are to the 12 month period ended on March

31 of that year. Unless the context otherwise requires, all references to a year in this Draft Red Herring Prospectus

are to a calendar year and references to a financial year are to March 31 of that calendar year.

Certain figures contained in this Draft Red Herring Prospectus, including financial information, have been subject

to rounding adjustments. All decimals have been rounded off to two or one decimal places. In certain instances,

(i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the

sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that

column or row.

Our Restated Financial Statements have been prepared in accordance with Indian GAAP. There are significant

differences between Indian GAAP, Ind AS, U.S. GAAP and IFRS. Our Company does not provide reconciliation

of its financial information to Ind AS, IFRS or U.S. GAAP. Our Company has not attempted to explain those

differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is

urged that you consult your own advisors regarding such differences and their impact on our financial data.

Accordingly, the degree to which the financial information included in this Draft Red Herring Prospectus will

provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting

policies and practices, the Companies Act, the Indian GAAP and the SEBI ICDR Regulations. Any reliance by

persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this

Draft Red Herring Prospectus should accordingly be limited. Our annual financial statements for periods

subsequent to April 1, 2016, will be prepared and presented in accordance with Ind AS. Given that Ind AS differs

in many respects from Indian GAAP, our financial statements prepared and presented in accordance with Ind AS

may not be comparable to our historical financial statements prepared under the Indian GAAP.

We have published Ind AS financial statements on December 14, 2016, comprising of selective financial

information in the format as prescribed under SEBI circular number CIR/IMD/DF1/69/2016 dated August 10,

2016 (“SEBI Circular”). The Ind AS financial statements have been prepared and published in order to comply

with the requirements prescribed under Regulation 52 of the SEBI Listing Regulations since our secured bonds

are listed on the BSE. The Ind AS financial statements comprise of selective financial information which have

been (i) audited as of September 30, 2016; and (ii) unaudited as of September 30, 2015. As the results for the prior

period ended September 30, 2015 are unaudited in compliance with the SEBI Circular, such Ind AS financial

statements cannot be included and do not form part of this Draft Red Herring Prospectus.

On February 16, 2015, the Ministry of Corporate Affairs issued the Ind-AS Rules for the purpose of enacting

changes to Indian GAAP that are intended to align Indian GAAP further with IFRS. The Ind-AS Rules provide

that the financial statements of the companies to which they apply shall be prepared in accordance with the Indian

Accounting Standards converged with IFRS, although any company may voluntarily implement Ind AS for the

accounting period beginning from April 1, 2015.

We have not made any attempt to quantify or identify the impact of the differences between Indian GAAP and

Ind AS applied to our financial statements and it is urged that you consult your own advisors regarding the impact

of difference, if any, on financial data included in this Draft Red Herring Prospectus.

For details in connection with risks involving differences between Indian GAAP and IFRS see “Risk Factors –

Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP, Ind AS

and IFRS, which may be material to investors’ assessments of our financial condition” on page 35 and for risks

in relation to Ind AS, see “Risk Factors – Public companies in India, including us, are required to compute Income

Tax under the Income Computation and Disclosure Standards (the “ICDS”). The transition to ICDS in India is

13

very recent and we may be negatively affected by such transition.” on page 35 and “Significant Differences

between Indian GAAP and Ind AS” on page 230.

Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”,

“Management’s Discussion and Analysis of Financial Conditional and Results of Operations” on pages 17, 114

and 236, respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of

our Restated Financial Statements prepared in accordance with Companies Act, Indian accounting policies and

practices and Indian GAAP and restated in accordance with the SEBI ICDR Regulations.

Currency and Units of Presentation

All references to:

“Rupees” or “`” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India; and

“USD” or “US$” are to United States Dollar, the official currency of the United States.

Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “million” units.

One million represents 1,000,000 and one billion represents 1,000,000,000.

Exchange Rates

This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that

have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be

construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees,

at any particular rate.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between

the Rupee and other currencies:

(Amount in `, unless otherwise specified)

Currency

As on

March 31,

2012(1) (2)

As on

March 31,

2013(1) (2)

As on

March 31,

2014(1) (2)

As on

March 31,

2015(1) (2)

As on

March 31,

2016(1) (2)

As on

September

30, 2016(2)

As on

February

28, 2017(2)

1 US$ 54.78 54.39 60.10 62.59 66.33 66.65 66.74

1 EUR 68.34 69.54 82.57 67.51 75.09 74.75 70.72

(1) In case March 31 of any of the respective years is a public holiday, the previous calendar day not being a

public holiday has been considered. (2) Exchange rate is rounded off to two decimal places.

Source: www.rbi.org.in

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or

derived from publicly available information and from the report titled “A study on shipbuilding and ship repairing

industry” dated March 2017 (“CRISIL Report”) issued by CRISIL which includes the following disclaimer:

CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report

(Report) based on the Information obtained by CRISIL from sources which it considers reliable (Data). However,

CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible

for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a

recommendation to invest / disinvest in any entity covered in the Report. CRISIL especially states that it has no

liability whatsoever to the subscribers / users / transmitters/ distributors of this Report. CRISIL Research operates

independently of, and does not have access to information obtained by CRISIL’s Ratings Division / CRISIL Risk

and Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain information of a

confidential nature. The views expressed in this Report are that of CRISIL Research and not of CRISIL’s Ratings

Division / CRIS. No part of this Report may be published/reproduced in any form without CRISIL’s prior written

approval.

Industry publications generally state that the information contained in such publications has been obtained from

publicly available documents from various sources believed to be reliable but their accuracy and completeness

are not guaranteed and their reliability cannot be assured. Although we believe the industry and market data used

in this Draft Red Herring Prospectus is reliable, it has not been independently verified by us or the BRLMs or any

of their affiliates or advisors. The data used in these sources may have been re-classified by us for the purposes of

presentation. Data from these sources may also not be comparable. Such data involves risks, uncertainties and

14

numerous assumptions and is subject to change based on various factors, including those discussed in “Risk

Factors” on page 17.

The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends

on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are

no standard data gathering methodologies in the industry in which business of our Company is conducted, and

methodologies and assumptions may vary widely among different industry sources.

In accordance with the SEBI ICDR Regulations, the “Basis for Issue Price” on page 88 includes information

relating to our peer group companies. Such information has been derived from publicly available sources, and

neither we, nor the BRLMs have independently verified such information.

15

FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking

statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,

“estimate”, “intend”, “objective”, “plan”, “project”, “will”, “will continue”, “will pursue” or other words or

phrases of similar import. Similarly, statements that describe our strategies, objectives, plans, prospects or goals

are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and

assumptions about us that could cause actual results to differ materially from those contemplated by the relevant

forward-looking statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or

uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to

the industries in India in which our Company operates and our ability to respond to them, our ability to successfully

implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general

economic and political conditions in India which have an impact on its business activities or investments, the

monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign

exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and

globally, changes in domestic laws, regulations and taxes and changes in competition in the industries in which

we operate. Important factors that could cause actual results to differ materially from our Company’s expectations

include, but are not limited to, the following:

Dependence of commercial shipbuilding on the growth of global economy and global economic conditions;

Dependence on limited number of customers for a significant portion of our revenue and loss of our major

customers;

Commissioning of our new proposed Dry Dock or the new ISRF in a timely manner or without cost overruns;

Non accuracy of the cost estimates by the Dry Dock Project Consultant and the ISRF Project Consultant;

of losses under our fixed price contracts as a result of cost overruns, delays in delivery or failures to meet

contract specifications;

Our future growth and expansion being limited by our production capacities and the location at which we

operate;

The loss of, or shutdown of, our operations at our shipyard in Kochi from which our entire business operations

are based;

Non yielding of benefits, expected by us, from our strategic cooperation agreements;

Inability to successfully execute our growth strategies;

Inability to attract or retain key personnel; and

Any adverse change in laws, rules and regulations and legal uncertainties.

For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk

Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” on pages 17, 114 and 236, respectively. By their nature, certain market risk disclosures are only

estimates and could be materially different from what actually occurs in the future. As a result, actual gains or

losses could materially differ from those that have been estimated.

We cannot assure the Bidders that the expectations reflected in these forward-looking statements will prove to be

correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking

statements and not to regard such statements as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as on the date of this Draft Red Herring

Prospectus and are not a guarantee of future performance. These statements are based on the management’s beliefs

and assumptions, which in turn are based on currently available information. Although, we believe the

assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions

could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect.

Neither our Company, our Directors, the BRLMs nor any of their respective affiliates have any obligation to

16

update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the

occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with

SEBI requirements, our Company and BRLMs will ensure that the Bidders in India are informed of material

developments until the time of the grant of listing and trading permission by the Stock Exchanges.

In accordance with SEBI requirements, our Company and the Selling Shareholder shall severally ensure that

investors in India are informed of material developments from the date of this Draft Red Herring Prospectus in

relation to the statements and undertakings made by them in this Draft Red Herring Prospectus until the time of

the grant of listing and trading permission by the Stock Exchanges for this Issue. Further, in accordance with

Regulation 51A of the SEBI ICDR Regulations, our Company may be required to undertake an annual updation

of the disclosures made in the Draft Red Herring Prospectus and make it publicly available in the manner specified

by SEBI.

17

SECTION II: RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all the information

disclosed in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before

making an investment decision in our Equity Shares. If any one or a combination of the following risks actually

occur, our business, prospects, financial condition and results of operations could suffer and the trading price of

our Equity Shares could decline and you may lose all or part of your investment. The risks described below are

not the only ones relevant to us or our Equity Shares or the industry and regions in which we operate. Additional

risks and uncertainties, not presently known to us or that we currently deem immaterial may arise or may become

material in the future and may also impair our business, results of operations and financial condition.

To obtain a more detailed understanding of our Company, prospective investors should read this section in

conjunction with titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” on pages 114 and 236, respectively, as well as the other financial and statistical

information contained in this Draft Red Herring Prospectus. In making an investment decision, prospective

investors must rely on their own examination of our Company and the terms of the Issue. You should consult your

tax, financial and legal advisors about the particular consequences to you of an investment in this Issue.

This Draft Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result

of certain factors, including the considerations described below and elsewhere in this Draft Red Herring

Prospectus. See the section “Forward-Looking Statements” on page 15.

Unless specified or quantified in the relevant risks factors below, we are not in a position to quantify the financial

or other implication of any of the risks described in this section. Unless otherwise stated, the financial information

of our Company used in this section has been derived from the Restated Financial Statements.

INTERNAL RISK FACTORS

Risk relating to Our Business and Our Industry

1. Worldwide demand and pricing in the commercial shipbuilding industry are highly dependent upon global

economic conditions. If the global economy fails to grow at an adequate pace, it may adversely impact the

commercial shipbuilding industry which may negatively affect our business, financial condition and

growth prospects.

The commercial shipbuilding industry is highly cyclical in nature and is also sensitive to the cyclical nature of the

industries it serves such as the oil, natural gas, shipping, transportation and other trade-related industries.

According to the CRISIL Report, a fall in the price of crude oil contributed to a recession in the shipbuilding

industry as international oil companies reduced capital expenditure, and delayed or cancelled orders for drill ships

and offshore production facilities.

The demand and pricing of our vessels are highly sensitive to global and regional economic conditions particularly in India, China, South Korea, the Middle East, Western Europe and the USA, as well as seasonal and regional changes in demand and changes in the global fleet size. CRISIL has noted that there has been a sharp decline in the global shipbuilding order book after 2011. Particularly in relation to our commercial shipbuilding business, continued economic growth in the world economy that exceeds growth in the global fleet size will be necessary to sustain a continued demand for new ships.

However, there can be no assurance that such economic growth will continue in the future or sustain or improve

the performance of the shipbuilding and ship-repair industry. Any future deterioration in global economic

conditions as well as downward trends in trade-related industries, and our failure to accurately predict these cycles

could have a material adverse effect on our business, financial condition, results of operations and prospects.

2. Loss of any of our major customers or a reduction in their orders, or failure to succeed in tendering for

shipbuilding or ship repair projects for the Indian Navy in the future, despite our previous track record

will have a material adverse impact on our business, financial condition, results of operations and growth

prospects as we are dependent on a few of our major customers.

Our top two customers accounted for 87.69%, 82.46%, 89.94% and 73.16% of our revenue from operations in Fiscals 2014, 2015, 2016 and the half year ended September 30, 2016, respectively. Further, we are currently building India’s first Indigenous Aircraft Carrier (“IAC”) for the Indian Navy and this forms a significant part of

18

our current order book. In the past we have undertaken complex and sophisticated repairs to ships of the Indian Navy, Indian Coast Guard and merchant navy. Although part of our business strategy includes focusing on the expected growth in the requirements of the Indian Navy for new ships, we do not have any contractual

arrangements with the Indian Navy or GoI to construct or repair naval ships.

Although we have more than 10 years of experience working with these customers, and have current orders from these customers, we cannot assure you that these customers will continue to engage us or that we will continue to sustain the general level of revenues that we have secured from them in the past. For example, recently a new

order for a series of FPVs was placed by the Indian Coast Guard with a private shipyard for the first time. Our customer, in the ship building and ship repair industry, follow the competitive bidding process and due to such procurement policy and competition we may suffer loss of new business from existing clients. If any of our major customers ceases to have business dealings with us or materially reduces the level or frequency of their orders for new vessels from us and we are unable to secure new orders from other sources to replace such a loss or reduction, our business, financial condition, results of operations and prospects will be adversely affected.

3. We cannot assure you that our proposed Dry Dock or International Ship Repair Facility will become

operational as scheduled, or at all, or operate as efficiently as planned. If we are unable to commission

our new proposed dry dock or the new ship repair facility in a timely manner or without cost overruns, our

business, results of operations and financial condition may be adversely affected.

In addition to our existing dock, we are in the process of building a Dry Dock at a total estimated cost of `

17,989.91 million (based on a conversion rate of 1 USD = ` 67.83). The length of the Dry Dock will be greater

than the length of our existing docks. The larger size of our proposed Dry Dock will enable us to build and repair

ships of higher capacity and large naval vessels such as aircraft carriers. Further, the higher width of our proposed

Dry Dock will also enable us to undertake building and repair of rigs, within our shipyard.

In relation to our proposed Dry Dock, HaskoningDHV India Private Limited has prepared a Detailed Project

Report (“DPR”) dated October 5, 2016. We have also completed the Environmental Impact Assessment study

and have obtained environmental clearance dated November 9, 2016 (“Environment Clearance”) from the

Ministry of Environment, Forests and Climate Change (“MoEFCC”). However, the Environmental Clearance is

subject to certain conditions including obtaining prior clearance of the wildlife from the standing committee of

the National Wildlife Board and the outcome of an ongoing litigation in the Supreme Court of India. For more

details, see “Risk Factor – The environmental clearance for our new Dry Dock is subject to the final order in the

matter of Goa Foundation v. Union of India and amongst others, the prior clearance of the Standing Committee

of the National Board for Wildlife.” on page 20.

Our Company has been provided the permission to file this DRHP without the receipt of the clearances set out

above pursuant to the SEBI Letter. However, the SEBI Letter, among other conditions, mandates that our

Company shall obtain all the approvals required for the Dry Dock project prior to the filing of the Red Herring

Prospectus. There can be no assurance as to whether we will receive all these approvals in a timely manner or at

all.

We entered into an agreement for development and operation of an international ship repair facility dated December 24, 2012 with Cochin Port Trust under which we are in process of setting up. The agreement inter-alia contains provisions for liquidated damages, indemnity and termination. The ISRF will be established on 16.90 hectares of land and about 15.60 hectare of water body. Out of this, we have taken on lease approximately 8.12 hectares of land and 15 hectares of water body from Cochin Port Trust (“CoPT”), including their existing ship-

repair facility, for a period of 30 years pursuant to the lease deed dated April 12, 2013. Since then, we have begun using the existing Dry Dock and allied facilities in the leased area for carrying out ship repair in a limited way. Our Company will have to comply with the conditions set out in the lease deed before it can obtain the lease for the remaining part of the land. However, there can be no assurance that we will be able to obtain the lease for the remaining part of the land from CoPT.

The ISRF will comprise of a ship-lift, transfer system and allied facilities to be built at an estimated cost of ` 9,694.1 million. We have appointed a consortium of Inros Lackner SE and Tata Consulting Engineers Limited as project consultants. A detailed project report was prepared by the project consultants and received the GoI approval on May 19, 2016. The Expert Appraisal Committee has already recommended for environmental clearance for the project from the MoEFCC. However, we have not yet received the environmental clearance for

the ISRF project. We have also applied to national board for wildlife clearance, MoEFCC (Wildlife Division) and for stage-I forest clearance.

19

The implementation of Dry Dock project and the ISRF is contingent upon the receipt of the pending approvals.

However, we cannot assure you that the construction of our proposed Dry Dock or ISRF, will be completed as

scheduled, or will become operational as soon, or operate as efficiently, as planned. For further details of pending

approvals, see “Government and Other Approvals” on page 271. Our Company has been provided the permission

to file this DRHP without the receipt of these clearances pursuant to the SEBI Letter. However, these clearances

must be obtained by us prior to filing of the Red Herring Prospectus.

The SEBI Letter has also provided us an exemption from the disclosure of the implementation schedule in this

DRHP. However, we are required to disclose the schedule of implementation in the Red Herring Prospectus, in

accordance with the SEBI Letter.

4. The cost estimates by the Dry Dock Project Consultant and the ISRF Project Consultant have been derived

from and benchmarked against similar maritime and dry dock/shipyard projects carried out by the Dry

Dock Project Consultant and the ISRF Project Consultant respectively in recent years and may not be

accurate.

The anticipated cost of construction of our proposed Dry Dock will be `17,989.91 million (based on a conversion rate of `67.83 for one USD). The anticipated cost of the ISRF will be ` 9,694.1 million. Our anticipated costs for our proposed Dry Dock and the ISRF are based on the DPRs prepared by the project consultants based on their estimates, budgets and numerous assumptions, and has not been appraised by any bank, financial institution or other independent organisation.

The Dry Dock Project Consultant maintains a confidential detailed in-house database of actual shipyard and

maritime construction costs based on all the construction projects they have been involved with. The cost estimates

provided under the DPR can be considered to be accurate to within +/-25% at DPR stage. The cost estimate also

excludes buildings that are not included within the scope of Dry Dock Project Consultant.

The cost estimate for our proposed Dry Dock project has been carried out by the Dry Dock Project Consultant in

February 2016. We shall tender work in relation to the civil work and plant and machinery on the basis of the DPR and thus the final cost incurred by our Company may vary from the cost estimate provided by the Dry Dock Project Consultant. The actual cost of the project may vary from the cost estimate provided by the Dry Dock Project Consultant due to inflation and change in price of the equipment/ raw material/ man-power.

Further, the ISRF Project Consultants have estimated the capital construction costs based on applicable unit rates for similar works as on September 2014. For pricing specific material (i.e. special maritime and onshore equipment), the ISRF Project Consultants have considered imports from eligible countries. The ISRF Project Consultants have considered price escalations up to March 31, 2017.

The actual costs of construction of our facilities may exceed such budgeted amounts due to a variety of factors such as construction delays, adverse changes in raw material costs, interest rates, labour costs, foreign exchange rates, regulatory and environmental factors, weather conditions and our financing needs. We are yet to obtain quotations for the actual construction of our proposed Dry Dock and the ISRF and we are yet to place orders for major civil contracts and plant and machinery for both the projects. Our financial condition, results of operations and liquidity would be materially and adversely affected if our project or construction costs materially exceed

such budgeted amounts.

Further, we cannot assure you that the construction of our proposed Dry Dock or ISRF, will be completed as scheduled, or will become operational as soon, or operate as efficiently, as planned. For further details of the scheduled operational dates of our proposed Dry Dock and the ISRF, see “Objects of the Issue” on page 78.

If there are delays in the construction of our proposed Dry Dock or the ISRF, problems with their facilities or for

other reasons, our proposed Dry Dock or the ISRF does not function as efficiently as intended, or our utilisation

of our proposed Dry Dock or the ISRF is not optimal, we may not be able to take additional orders to produce

anticipated or desired revenue as planned. As a result our business, financial condition, results of operations and

prospects could be materially and adversely affected.

5. We could incur losses under our fixed price contracts as a result of cost overruns, delays in delivery or

failures to meet contract specifications which may have an adverse effect on our business, financial

condition and results of operations.

Our shipyard operations are subject to risks including, among others, the breakdown, failure or sub-standard

performance of machinery, natural disasters like floods, tsunamis, earthquakes, other natural disasters, long

20

periods of adverse weather, social unrest, disruptions in transportation and strikes, which may result in operational

disruptions. Although we believe we have taken an insurance cover that is typical for our business, any material

operational disruptions will adversely affect our ability to meet our construction schedules and cause delays in the

delivery of vessels to our customers.

We are dependent on our suppliers for the timely delivery of raw materials, the most important of the raw materials being steel, bought out equipment and components such as pumps, propellers and engines. Additionally, we outsource certain aspects of our shipbuilding work scope, such as fabrication work, vessel sub-assemblies etc., from time to time, to our subcontractors. We also rely heavily on imports of steel and marine equipment and other shipping related components that are not manufactured domestically or due to pricing advantages. Sometimes, we

have to compete with our competitors for these components, resulting in delays in the delivery of such components. We are also dependent on the timely completion of sub-contracted works by our subcontractors when we use their services. We may encounter situations where we are unable to deliver our products on a timely basis due to, amongst other reasons, late or lack of delivery of raw materials from our suppliers, delivery of wrong material or sub-standard material, or late completion of subcontracted works by our subcontractors. In addition, we are also dependent on subcontract labour and production workers for the construction of our vessels. If we are

unable to source such raw materials, equipment and components from alternative suppliers on a timely basis, our production schedule may be delayed, thereby delaying the delivery of the vessel to our customers. In addition, our profitability may also be adversely affected if we are unable to secure alternative sources of such raw materials, equipment and components in a cost efficient manner or if we are unable to recover liquidated damages from the defaulting suppliers.

Most of our shipbuilding contracts are fixed-price contracts. In the case of IAC which is presently under Phase II

construction, the yard effort (work scope) is covered under fixed-price contracts and all procurement is on a cost

plus mark-up basis. In relation to small, medium and large vessels, we typically enter into contracts for a period

ranging from 18-24 months, 20-36 months and 40-72 months, respectively, prior to the scheduled delivery. All

costs including labour and raw materials costs are forecasted by us when we enter into such fixed-price contracts.

In case of cost variances from such estimates, we are permitted to retain all cost savings on completed contracts

but are liable for the full amount of all cost overruns. In the past, we have witnessed cost overruns in the case of

some of our contracts and we may also continue to witness the same in the future. The actual costs incurred on a

fixed-price contract may vary from our estimates due to factors such as:

unanticipated variations in labour and equipment productivity over the term of a contract;

unanticipated increases in labour, raw material, subcontracting and overhead costs, including as a result of

bad weather;

delivery delays and corrective measures for poor workmanship; and

equipment failures.

We cannot assure you that these contracts, if secured, can be completed profitably. Significant cost overruns on

our fixed price contracts could have a material adverse effect on our business, financial condition, results of

operations and prospects.

Depending on the size of the project, variations from estimated contract performance could significantly reduce

our earnings, and could result in losses, during any quarter of a fiscal or entire fiscal. All of our fixed price contracts provide for liquidated damages for late delivery. In the past, we have been required to re-negotiate some of the terms, such as price, date of delivery, scope of work, of our shipbuilding contracts due to a delay in delivery of the vessel owing to a combination of internal as well as external factors beyond our control. We have also had to pay liquidated damages for delay in delivery and for quality issues. There can be no assurance that our customers in future will not rescind their shipbuilding contracts with us if there is a delay in delivery beyond the time

stipulated in the contract or we may need to renegotiate some of our shipbuilding contracts. This may have an impact on our reputation, which could have a material adverse effect on our financial condition, results of operations and prospects.

6. The environmental clearance for our new Dry Dock is subject to the final order in the matter of Goa

Foundation v. Union of India and amongst others, the prior clearance of the Standing Committee of the

National Board for Wildlife.

In relation to our Dry Dock project, we have received an environmental clearance dated November 9, 2016 from

the MOEFCC (the “Environmental Clearance”). The Environmental Clearance is subject to, amongst other

conditions, obtaining prior clearance of the Standing Committee of the National Board for Wildlife. Further, as

21

part of the general conditions, the Environment Clearance is also subject to the final order of the Supreme Court

of India in the matter of Goa Foundation vs Union of India in writ petition no. 460 of 2004 (the “Goa Foundation

PIL”), as may be applicable to the Dry Dock project. There is no assurance that clearance from the Standing

Committee of the National Board for Wildlife will be available in time, or at all, to enable us to successfully

complete this project. Further, any adverse order by the Supreme Court of India in this matter may negatively

affect our ability to obtain the Environment Clearance.

Even in the event such clearance or order is obtained, we may be required to temporarily or permanently

discontinue the Dry Dock project or meet additional compliance or other project associated costs (including costs

after completion of the project) which cannot be currently ascertained or quantified.

Failure to receive the Environmental Clearance due to one of these reasons or a requirement to incur additional

costs as one of the conditions of the Environmental Clearance may adversely affect our business, financial

conditions, reputation and results of operations. For further details in relation to the Goa Foundation PIL, see

“Outstanding Litigation and Other Material Developments – Details of pending litigation involving any other

person whose outcome could have material adverse effect on the position of our Company” on page 269.

7. Our future growth and expansion is limited by our production capacities and the location at which we

operate.

Our production capacity is limited by, amongst other things, the size of our shipyard, the number, size and capacities of our berths, docks and our plant and equipment. See “Our Business - Our Operations” on page 123 for a discussion of our facilities. In addition, the size and capacity of the vessels we construct is limited by our

location at which we operate. Our proposed Dry Dock will be constructed within our current premises and the new ISRF facility will be constructed on land leased from Cochin Port Trust. Post the construction of our proposed Dry Dock we will not be able to undertake any further expansion activities on our premises due to a lack of additional space.

Further the operations of the cranes at the proposed Dry Dock will be subject to the restrictions specified in the

letter dated December 20, 2016 issued by the Ministry of Defence to inter alia our Company. Currently, we are

limited to the construction of vessels up to 110,000 DWT and repair of ships up to the size of 125,000 DWT at

our shipyard. In the event that we are unable to relocate or increase our production capabilities to enable us to

construct such vessels, we may lose business opportunities and our business, results of operations, financial

condition and prospects will be adversely affected.

We cannot assure you that we will be able to manage the future expansion of our facilities effectively. Any failure

on our part to do so will have a material adverse effect on our business, financial condition, results of operations

and prospects.

8. Our entire business operations are based out of a single shipyard at Kochi. The loss of, or shutdown of,

our operations at our shipyard in Kochi will have a material adverse effect on our business, financial


Our shipbuilding and other facilities are based out of single premises in our shipyard in Kochi. Accordingly, we rely exclusively on our facilities at our shipyard in Kochi to earn revenues, pay our operating expenses and service our debt. Any significant interruption to, or loss or shutdown of, operations at our shipyard in Kochi would adversely affect our business. Our shipbuilding, ship repair, and other business activities, may be subject to unexpected interruptions, including from natural and man-made disasters. Our facilities and operations could be adversely affected by, among other factors, breakdown or failure of equipment, difficulties or delays in obtaining

spare parts and equipment, power supply or processes, performance below expected levels of output or efficiency, obsolescence, labour disputes, natural disasters, raw material shortages, fire, explosion and other unexpected industrial accidents and the need to comply with the directives of relevant government authorities.

Furthermore, any significant interruption to our operations directly or indirectly as a result of industrial accidents,

severe weather or other natural disasters could materially and adversely affect our business, financial condition and results of operations. Similar adverse consequences could follow if war, or war-like situation were to prevail, terrorist attacks were to affect our related infrastructure, or if the Government of India were to temporarily take over the facility during a time of national emergency. In addition, any disruption in basic infrastructure, such as in the supply of electricity from the State of Kerala or in our water supply could substantially increase our manufacturing costs. We do not maintain business interruption insurance and will not be covered for any claims

or damages arising out of such disruptions. Any disruption of our existing supply of basic infrastructure services such as power or water, our failure to obtain such additional supplies as required by us or an increase in the cost

22

of such supplies may result in additional costs to us. In such situations, our production capacity may be materially and adversely impacted. In the event our facilities are forced to shut down for a significant period of time, our earnings, financial condition and results of operation would be materially and adversely affected.

9. Our strategic cooperation agreements with various business partners may not yield the benefits we expect.

We have entered into a number of strategic cooperation agreements with some of our customers. For example, we

signed a MoU with Lakshadweep Development Corporation Limited (“LDCL”) on April 12, 2013 for routine & dry-dock repairs and to also attend to emergency/afloat repairs to vessels. We have also entered into MoUs with DGLL for dry dock repairs of many of their ships, DCI for repairs of dredgers, Wartsila for the setting up of a workshop within our premises. We expect to enter into more strategic cooperation agreements during the development of our business. However, some of these strategic cooperation agreements may not actually bring us benefits as we expected. Furthermore, a strategic cooperation agreement may not be implemented as we expected.

If our strategic cooperation partners refuse to adhere to the relevant strategic cooperation agreements or enter into individual contracts with us in relation to a specific matter, we may not have legal rights to hold them liable for our damages or loss of profits. Therefore, a strategic cooperation agreement may not convey any actual benefit to us. You should not rely on the strategic cooperation agreements to evaluate our results of operations and financial condition.

10. There are outstanding legal and tax proceedings involving our Company. Further, in one of the

outstanding legal proceedings, the Chairman and Managing Director of our Company has also been made

a performa party. Any adverse decision in such proceedings may expose us to liabilities or penalties and

may adversely affect our business, financial condition, results of operations and cash flows.

As on the date of this Draft Red Herring Prospectus, we are involved in certain civil and tax (direct and indirect)

proceedings, which are pending at different levels of adjudication before various courts, tribunals, forums and

appellate authorities. We cannot assure you that these legal proceedings will be decided in our favour. Decisions

in proceedings adverse to our interests may have a significant adverse effect on our business, financial condition,

results of operations and cash flows. In relation to tax proceedings, in the event of any adverse outcome, we may

be required to pay the disputed amounts along with applicable interest and penalty and may also incur additional

tax incidence going forward.

A summary of pending tax proceedings and other material litigation involving our Company is provided below:

I. Litigation against our Company

(in ` million)

S. No. Nature of litigation Number of cases against our Company

Approximate amount

involved (to the extent

quantifiable)

1. Civil proceedings 36 61.90* 2. Indirect Tax proceedings

(consolidated) 50 2,265.84**

3. Direct Tax proceedings

(consolidated) 12 607.79***

*Based on conversion rate of ` 67.83 for one US$ as on February 6, 2016. Further, excludes interest not ascertainable.

** The customs cases pertain to a refund claim of ` 34.43 million by our Company. The amount calculated for service tax

cases excludes penalty fines and interest that have not been quantified. For sales tax cases, our Company has paid tax in

certain cases in protest. The liability of our Company shall be reduced to that extent. Further, the amount excludes ` 2.88

million of excess tax paid by our Company in one of the matters.

*** The total income tax liability as per the tax authorities is ` 167.66 million.

II. Litigation by our Company

(in ` million)

S. No. Nature of litigation Number of cases by our Company

Approximate amount


quantifiable)

1. Civil proceedings 2 420.82*

* Excludes interest not ascertainable.

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III. Litigation against whole time director

(in ` million)

S. No. Nature of litigation Number of cases by our Company

Approximate amount


quantifiable)

1. Civil proceedings* 1 Not ascertainable

*Our Chairman and Managing Director has been made a performa party in this legal proceeding.

The amounts claimed in these proceedings have been disclosed to the extent ascertainable. If any new

developments arise, such as a change in Indian law or rulings against us by appellate courts or tribunals, we may

need to make provisions in our financial statements that could increase our expenses and current or long term

liabilities. For further details, see “Outstanding Litigation and Other Material Developments” on page 265.

11. The delivery of IAC which forms a significant portion of our current order book has been delayed. Future

delays may materially and adversely affect our reputation, results of operations and financial condition.

We are building India’s first IAC for the Indian Navy. The publicly available CAG report on this matter titled

‘Union Defence Services Navy and Coast Guard’ tabled on July 26, 2016 states that IAC’s delivery with

completion of all delivery-related activities is likely to be achieved only by 2023.

This delay has been attributed by the CAG Report to several reasons including late procurement of key parts,

further delayed supply of key raw materials including steel and other bought out components and frequent changes

to and lack of design information. The Indian Navy has claimed that many changes to the design which led to the

delay were proposed by us.

The CAG report also cites our lack of experience both in relation to vessel type and size and the complexity of

the project. While we do not agree with CAG’s assessment of this matter, further delay and disagreements in

relation to this project may materially and adversely affect our reputation, results of operations and financial

condition.

12. We may be unable to attract and retain sufficient skilled or qualified personnel. Our business, financial

condition and results of operations could be adversely affected if we are unable to recruit and retain

suitable staff for our operations.

Our operations require highly skilled and qualified personnel, such as engineers, skilled workmen and other

technicians. Further, we will require additional employees and subcontract labour and production workers at our proposed Dry Dock and ISRF facilities. However, competition for skilled shipyard labour in India is intense. Our competitors may also be expanding their operations and may require additional workers. As a result, we may from time to time, experience difficulties in attracting and retaining highly skilled employees. For example, our engineers are instrumental in analysing the design blueprints of new vessels and play a central role in designing the hull, electrical and piping system and producing the production engineering drawings. They also play a critical

role in our cost management system, as we are dependent on them to formulate production design plans that will allow for the efficient utilisation of our raw materials. Our inability to maintain a sufficient number of skilled and qualified personnel to handle the more sophisticated and technology-intensive processes, or our inability to pay substantially higher salaries to procure these personnel could have a material adverse effect on our business, financial condition, results of operations and prospects.

Labour shortages could increase the cost of labour and hinder our productivity and ability to complete the

construction of our vessels on time, which would materially and adversely affect our business, financial condition,

results of operations and prospects.

We believe that the present salary levels of our employees are high compared to average industry standards in India. An increase in labour costs or minimum wage laws in Kerala may further increase our employee and labour costs. Employee compensation in India has historically been lower than employee compensation in the United States and Western Europe and in Asian countries such as South Korea and Japan, for comparably skilled professionals, which has been one of our competitive strengths. Employee compensation increases in India may reduce some of this competitive advantage and may negatively affect our profit margins. Furthermore, as per the

CRISIL Report, the effective cost of labour in Indian shipyards is higher as compared to Japanese and Korean shipyards, due to a lack of automated systems in Indian shipyards augmenting the production process. Although labour costs in India are lower, they may increase at a faster rate than in the aforementioned countries and regions, which could result in increased costs relating to engineers, managers and other mid-level professionals. We may

24

need to continue to increase the levels of our employee compensation to retain key employees and manage attrition. Such increase may have an adverse effect on our business, profitability and financial condition.

Further, we utilise contract labour in our shipyard on a regular basis. In the event that we are unable to secure our required contract labour through these arrangements, or if the costs for such services increase, our business, and results of operations may be adversely affected. In addition, under the Contract Labour (Regulation and Abolition) Act, 1970, as amended, we may be required to absorb a number of such contract labourers as permanent employees. Any such order from a regulatory body or court may have an adverse effect on our business, results

of operations, cash flows and financial condition.

13. Our growth rate, the number of orders we have received in the past and our current order book may not

be indicative of our future growth rate or the number of orders we will receive in the future.

Our order book on hand, as of a certain date, represents the total nominal value of the contracts that have not been

completed, excluding the portion of revenue in respect of those orders that we have recognized as of such date. As of September 30, 2016, our shipbuilding order book consisted of nine vessels with an aggregate outstanding revenue value of ` 30,783.28 million. The successful conversion of these orders into our revenue depends on a number of factors including, among other things, absence of adverse changes in the Indian and global shipping markets, the availability of funds to ship-owners, competition, our production capacity, our research and development and our ability to deliver the vessels on time. Some of the factors are beyond our control and by

nature, are subject to uncertainty. Going forward, our order book may be affected by delays, cancellations and the renegotiations of the contracts, if any, therefore we cannot assure you that we will be able to deliver all of our existing orders on schedule and successfully turn them into our revenue. Therefore, you should not consider our order book as an accurate indicator of our future performance or future revenue.

As of September 30, 2016, our ship repair order book had a total outstanding revenue value of ` 4,019.42 million. While we currently do not have any ships on order in which we have a lack of experience or expertise, in the future we may contract orders for new products or we may diversify our products into lines in which we have no experience and in such circumstances we cannot assure you that we may not encounter delays in the delivery of these vessels or that these vessels will not have defects, poor workmanship or non-conformity to specifications.

We have grown steadily in the last few years. Our total revenues and PAT have increased from `14,737.01 million and `1,553.28 million respectively in Fiscal 2012 to `20,992.84 million and `2,858.29 million, respectively, in Fiscal 2016 at a CAGR of 9.25% and 16.47% respectively from Fiscal 2012 to Fiscal 2016. We cannot assure you that we will be able to maintain our past growth rate or secure the same number of orders we have received in the

past. Our past growth rate or secured orders should not be relied upon as indicators of our future growth rate or orders we will receive in the future. To the extent that we experience any significant decrease in demand for our products, increase in competition or increase in the prices of raw materials, equipment and components, our business, financial condition and results of operations may be materially and adversely affected. Our continuous growth depends on a number of factors, many of which are beyond our control, including the impact on demand for our products resulting from the macroeconomic policies of the Indian government and governments in other

countries, the level of competition in India and sectors in which we conduct business and the prices we pay for raw materials, equipment and components.

Furthermore, we face risks of a low growth rate of orders because the shipbuilding orders placed by our customers

are typically non-recurring in nature. As a result, we cannot assure you that we will receive the same number of

orders as or more orders than we have received in the past or that the contract value of the order book will remain

the same or increase. As a result, you should not take the number of orders we have received in the past or the

current value of our order book as an indicator of our performance or numbers of orders in the future.

14. We may face claims and incur additional rectification costs for defects and warranties in respect of our

vessels and offshore business structures which could have a negative effect on our business, financial


We may face claims by our customers in respect of defects, poor workmanship or non-conformity to our customers’ specifications in respect of vessels and offshore business structures built by us and such claims could be substantial. Such claims could also adversely affect our reputation and ability to grow our business. We

generally extend a warranty period of 12 months to our customers for new vessels from the date of delivery. We are also generally required to give additional warranties for the time period between the completion of construction and delivery of our vessels. Due to the length of the warranty period extended by us, we may be subject to claims from our customers and we may incur additional costs if rectification work is required in order for us to satisfy our obligations during the warranty period. We cannot assure that our warranty provisions will be sufficient to

25

cover the costs incurred for defects. If the costs of any rectification works exceed the warranty provisions we have made, our business, financial condition, results of operations and prospects may be adversely affected.

15. Our operations expose us to potential liabilities that may not be covered by insurance or greater than our

existing insurance cover. As a result should we incur substantial liability which our insurance does not

cover our business, financial condition and results of operations may be adversely affected.

Our operations are subject to inherent risks such as equipment defects, malfunctions and failures, equipment misuse and natural disasters that can result in fires and explosions. We maintain a standard fire and special perils policy but we do not have insurance for business interruption. Substantial portions of our activities involve the fabrication and refurbishment of large steel structures, the operation of cranes and other heavy machinery and

other operating hazards. These risks could expose us to substantial liability for personal injury, wrongful death, product liability, property damage, pollution and other environmental damages. Although we have obtained insurance for our employees as required by Indian laws and regulations, as well as our important properties and assets, our insurance may not be adequate to cover all potential liabilities. We also maintain various other insurance policies including: public liability insurance, a directors/officers liability policy, a marine hull policy, ship repairer’s liability insurance policy and a builder’s risk insurance policy. We cannot assure you that insurance

will be generally available in the future or, if available, that the premiums will not increase or remain commercially justifiable. If we incur substantial liability and the insurance does not, or is insufficient to, cover the damages, our business, financial condition, results of operations and prospects may be materially adversely affected.

16. We may not be able to secure new contracts if we are unable to issue the requisite performance guarantees.

The shipbuilding industry is a capital intensive industry and as the contract prices for new vessels are generally

high, we are usually required to furnish our customers with performance guarantees as security for the fulfilment

of our contractual obligations under our shipbuilding contracts.

In order for us to secure performance guarantees, banks and financial institutions review, among other things, our financial standing and creditworthiness. Generally, we arrange for banks to issue performance guarantees to our customers from our available banking facilities. If we do not have available banking facilities to issue the performance guarantees, we approach other banks or financial institutions to issue the performance guarantee.

While we have been able to procure performance guarantees for new contracts to date, in the event that we are unable to do so and we are unable to satisfy the financial requirements prescribed by banks and financial institutions, we will not be able to procure the requisite performance guarantees and as a result, we may be unable to secure new contracts, which would have a material adverse effect on our business, financial condition, results of operations and prospects.

17. We face the risk of unsatisfactory quality of work performed by our subcontractors which could result in

a negative impact on our business, reputation, financial condition and results of operations.

We rely substantially on subcontractors for our labour requirements. Instead of maintaining a large number of full time employees, we employ a significant number of contract labour and production workers, which we can

increase or decrease to suit our requirements. We may outsource certain aspects of our shipbuilding work, such as the production of certain vessel sub-assemblies and structural sections, from time to time, to our contractors. Despite our best efforts, inspection supervision and quality management system, these subcontractors may use poor quality or defective sub-components or underqualified or less skilled workers, and as a result, should a sub-standard quality of vessel be delivered, this could adversely impact our reputation. Furthermore, our subcontractors may not report safety concerns. This may lead to increased costs borne by us, which could

adversely affect our business, reputation, financial condition, results of operations and prospects and our relationships with our customers. In addition, should our subcontractors default on their contractual obligations or be unable to complete their work according to specifications on schedule, our ability to deliver the vessels to our customers in accordance with the quality or timing specifications in the shipbuilding contract may be compromised, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Our Company also assumes liability for the work undertaken by the subcontractors in

connection with any design or engineering work and hence, any failure on the part of our sub-contractors to perform their obligations in a timely manner or at all could adversely affect our operations, financial conditions and cash flows.

18. Our businesses are dependent on our information technology infrastructure and we rely on third-party

licences for our business.

We are dependent on our information technology infrastructure to conduct our business activities, manage risks,

26

implement our internal control systems and manage and monitor our business operations. The key systems in

place include an enterprise resource planning system, which enables our management to more accurately assess

the inventory, production capacity, procurement requirements and performance of each of our departments and

assists them in allocating resources throughout our business and improves operational efficiency by enhancing

supply chain and distribution management. We also use third party software for creating detailed designs in

relation to the vessels we build. We rely on third party information technology service providers to maintain and

upgrade our systems and have contracted reputable information technology companies widely accepted in our

industry to construct and improve our information technology infrastructure. A failure or breakdown of any part

of our information technology infrastructure can interrupt our normal business operations, result in a slowdown

in operational and management efficiency and impact our ability to meet our construction schedules. A serious

dispute with our information technology service providers or termination of our licensing agreements or service

contracts can impact our ability to upgrade our information technology infrastructure on a timely and cost-

effective basis, which is critical to maintaining our competitiveness. If any of these events occur, our business,

financial condition and result of operations may be adversely affected.

19. Our planned capital expenditure may not yield the intended benefits or we may be unable to raise finances

to fund our planned capital expenditure which may negatively impact our business, financial condition

and results of operations.

We plan to use part of net proceeds, internal accruals, additional bank financing and future equity issuances to

fund our planned capital expenditure and future expansion (including the development of the Dry Dock). The

amount of such additional required funding will depend on whether these projects are completed within budget,

the timing of completion of the construction of the Dry Dock and the ISRF, expansion of our revenue generating

operations, any further investments we may make, and the amount of cash flow from our operations in the future.

If delays and cost overruns are significant, the additional funding we would require could be substantial.

Additional bank financing may not be available as and when required and, if incurred, would result in increased

debt service obligations and could result in additional operating and financing covenants, or liens on our assets,

that would restrict our operations. The sale of additional equity securities could result in additional dilution to our

shareholders.

As of January 31, 2017, our fund-based financial indebtedness was ` 1,230.00 million (tax free bonds excluding

interest). Our ability to obtain required funding on acceptable terms is subject to a number of uncertainties,

including:

limitations on our ability to incur additional debt, including as a result of prospective lenders’ evaluations of

our creditworthiness and pursuant to restrictions on incurrence of debt in our existing and anticipated credit

arrangements;

investors’ and lenders’ perception of, and demand for, debt and equity securities of shipbuilding companies

and companies engaged in the offshore business, as well as the offerings of competing financing and

investment opportunities in India by our competitors;

conditions in the Indian and international capital markets in which we may seek to raise funds;

our future results of operations, financial condition and cash flows; and

economic, political and other conditions in India and internationally.

Further, State Bank of Travancore (“SBT”) has issued a letter of credit on our behalf with an amount outstanding

as on January 31, 2017 of ` 209.83 million. However, the related sanction letter has expired. As SBT is currently

in the process of being merged with the State Bank of India (“SBI”), the existing facility with SBT is unlikely to

be renewed, given our existing credit arrangements with SBI. However, SBT may withdraw the letter of credit or

recall it any time before the formal date of the merger or before entering into a new sanction letter. If SBT

withdraws the letter of credit, we may be forced to make alternative arrangements, which may adversely affect

our immediate cash flows.

We cannot assure you that necessary financing will be available in amounts or on terms acceptable to us, or at all.

If we fail to raise additional funds in such amounts and at such times as we may need, we may be forced to reduce

our capital expenditures and construction to a level that can be supported by our currently available funding

sources and delay the construction of our proposed Dry Dock, and ISRF, which may result in our inability to meet

drawing conditions under our current loan facilities or default and exercise of remedies by the lenders under our

loan facilities. In that event, we may be unable to complete our projects under construction and could suffer a

partial or complete loss of our investments in our projects.

27

20. We cannot assure you that we will be able to compete successfully against our competitors and new

entrants to the industry. If we are unable to compete effectively in any of our business segments, it may

adversely affect our business, financial condition and results of operations.

Our business is highly competitive. We face competition from existing competitors located both in India and

elsewhere, and in particular in South Korea, Japan and China, as well as new entrants to this industry. For further

details, see “Industry Overview” on page 94. We compete on the basis of our ability to fulfil our contractual

obligations including the timely delivery of vessels constructed by us, our yard’s capacity and operational

efficiencies and the price and quality of the vessels we construct. Some of our competitors have more resources

than we have and some of our competitors may have lower costs of operations, including lower costs of raw

materials and manpower, than we have. In addition, some of our competitors may have competitive advantages

in building certain types of vessels compared to us given our current dock size and other facility constraints. Our

competitors, particularly those in India, from time to time, may engage in aggressive and unviable pricing and

delivery schedules in order to gain market share. Further, most of our clients follow competitive bidding processes

due to which we may not be able to effectively bid for future projects.

Moreover, our competitors outside India may be able to source cheaper raw materials given that indigenous

ancillary industries are virtually non-existent in India and therefore we are required to import a substantial portion

of our major raw materials and other equipment. In addition, a number of shipbuilding companies currently focus

on building different types of vessels than we do. Although these shipbuilding companies currently do not compete

with us, they may possess the capability to build the types of vessels we build and we cannot assure you that they

will not compete with us in the future. See “Our Business - Competition” for a description of our key competitors.

Further, due to recent liberalisation policies, private companies have been allowed to bid for vessels used in

defence-related projects. This may lead to increased competition and there can be no assurance that we will be

able to compete successfully against our competitors as well as new entrants in our industry in the future, or that

the shipbuilding and ship-repair companies that are not directly in competition with us now will not compete with

us in the future. Accordingly, our business, financial condition, results of operations and prospects would be

adversely and materially affected if we are unable to maintain our competitive advantage and compete successfully

against our competitors and any new entrants to our industry in the future.

21. We have had negative net cash flows in the past and may continue to have negative cash flows in the

future.

We had negative cash flow from our operating and financing activities and net cash and cash equivalent as set out

below:

(` in millions)

For the half year

ended For the Financial Year ended March 31,

September 30, 2016 2016 2015 2014

Net cash generated from operating

activities

(343.89) 393.43 6,634.17 (5,841.75)

Net cash from investing operations 169.12 474.23 155.24 152.47

Net cash from financing activities 22.28 (318.92) (2,353.93) 2,710.12

Net cash increase/(decrease) (152.49) 548.74 4,435.48 (2,979.16)

For further details, see “Financial Statements” and “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” on pages 162 and 236, respectively. We cannot assure you that our net cash

flow will be positive in the future.

22. We are exposed to the risk of increases in the price of our raw materials. Further, if we are unable to

source quality raw materials required for our business at competitive prices, our business, results of

operations and profitability may be adversely affected.

The major components of our expenditure include raw materials such as steel (the grade and quality of which, in

each project, depends on the applicable classification rules) and other materials, equipment and other components

such as pumps, propellers and engines. In Fiscals 2014, 2015 and 2016 respectively, our material consumption

costs constituted 54.37%, 64.51% and 63.65%, of our total costs, respectively. In particular, bought out

28

components accounted for more than 80% of our total raw material cost in these recent fiscals.

Shortages in the supply of the raw materials we use in our business may result in an increase in the price of these

raw materials. For example, there are supply-side constraints in relation to steel in India which we expect will

continue in the future. The Indian steel industry has been unable to compete globally due to which the GoI has

imposed significant duties on the import of steel from other countries such as China to protect the domestic steel

industry. This has adversely affected us by increasing our cost of procurement. In addition, the cost of certain raw

materials, such as steel, may fluctuate in line with any changes in their global supply and demand.

In the event that the price of our raw materials increase, we will not be able to pass these price increases to our

customers on our existing fixed contracts and our business, financial condition and results of operations may be

adversely affected.

23. We are subject to stringent labour laws and our workmen are unionised under a number of trade unions.

Labour disputes could lead to lost production and increased costs.

India has stringent labour legislation that protects the interests of workers, including legislation that sets forth

detailed procedures for discharge of employees and dispute resolution and imposes financial obligations on

employers upon employee layoffs. As a result of such stringent labour regulations, it is difficult for us to maintain

flexible human resource policies, discharge employees or downsize, which may adversely affect our business,

financial condition and results of operations. Additional labour unrest could result due to the operative labour

union within our workforce. We cannot assure you that there will not be any face, strikes or work stoppages in

the future, which could have an adverse impact on our operations, particularly given our dependence on a large

workforce. For further details, see “History and certain Corporate Matters – Lock-out, Strikes, etc’” on page 138.

24. Certain properties, including the land on which we are constructing the ISRF, are not owned by us and

we enjoy only a leasehold right over certain of these properties. If we are unable to occupy and use this

land or fails to extend the lease period on lease expiry on reasonable terms, it may have a material adverse

effect on the business, financial condition and results of operations of our Company.

We do not own the land on which the ISRF and related facilities are being constructed and has been taken by us

on lease, pursuant to a lease agreement dated April 12, 2013 between the Cochin Port Trust and us for a term of

30 years, together with the right to use 15 hectares or thereabouts of adjoining water body. In the event that we

are unable to obtain an extension or the lease is terminated due to any reason or the lease expires after the original

period of lease of 30 years, we will have to transfer the ISRF facility to CoPT along with all the assets developed

in relation thereto on the basis of a third-party valuation of assets to be paid by CoPT.

Upon expiration of the lease agreement for our leased premises, we will be required to negotiate the terms and

conditions on which the lease agreement may be renewed. Termination of our lease may occur for reasons beyond

our control, such as breach of any terms of the lease agreement by the landlord of our premises. If we, our current

or future landlords breach the lease agreement, we may have to shut down our operations at this site. Shut down

of any part of our operations may cause disruptions to our business and may require significant expenditure, which

may materially and adversely affect our business, financial condition and results of operations.

25. We are subject to extensive government regulation and if we fail to obtain, maintain or renew our statutory

and regulatory licenses, permits and approvals required for our business, our results of operations and

cash flows may be adversely affected.

Our operations are subject to extensive government regulation and we are required to obtain and maintain a

number of statutory and regulatory permits and approvals under central, state and local government rules in India,

generally for carrying out our business and for each of our manufacturing facilities. For details of applicable

regulations and approvals relating to our business and operations, see “Regulations and Policies” and

“Government and Other Approvals” on page 129 and 271, respectively.

A majority of these approvals are granted for a limited duration and require renewal. The approvals required by

our Company are subject to numerous conditions and we cannot assure you that these would not be suspended or

revoked in the event of non-compliance or alleged noncompliance with any terms or conditions thereof, or

pursuant to any regulatory action. If there is any failure by us to comply with the applicable regulations or if the

regulations governing our business are amended, we may incur increased costs, be subject to penalties, have our

approvals and permits revoked or suffer a disruption in our operations, any of which could adversely affect our

29

business.

26. Our business is expected to become more diversified and our historical results of operations may not be

indicative of our future performance. Failure to successfully implement our new business model, execute

our new business strategies or develop new business may materially and adversely affect our business,

financial condition, results of operations and prospects.

We are presently constructing the first IAC for the Indian Navy. We have also obtained a licence to aid us in

building LNG carriers using the patented membrane containment system. As part of our growth strategy, we intend

to diversify our product offerings to include vessels such as LNG carriers and the second IAC.

As we do not have sufficient experience in manufacturing these new products and since our contracts typically

provide for liquidated damages for late delivery, we may encounter greater risks of cost overruns and delays in

delivery on these contracts than on those for the vessels we built in the past. These vessels are often more complex

in design and more difficult to build. We may be unable to spread the cost of design and research and development

among similar vessels or have a profit margin comparable to that from other vessels normally we build. We do

not yet have all the technological know-how or intellectual property rights to build these vessels and may have to

spend large amounts of fees to obtain licenses or invest a substantial amount of capital and human resources in

conducting research and designing and building prototypes. Development costs of these new products may be

excessive and may adversely affect our business, financial condition and results of operations.

We derived the majority of our revenue from our shipbuilding business, which accounted for 83.62%, 82.19%

and 77.32% of our total revenue for Fiscals 2014, 2015 and 2016 respectively. We expect to gain the capacity to

manufacture complex products in the near future and a wider variety of other vessels in the long run. Even if we

acquire the capacity and capability in the new segment, there is no assurance that we will secure new orders in

this segment competing with overseas shipyards.

We are in the process of constructing our proposed Dry Dock at a total estimated cost of `17,989.91 million. We

are also setting up the ISRF at an investment of approximately `9,694.1 million. We do not have previous track

record or expertise in a project involving such capital expenditure. We cannot assure you that we will be successful

due to, among others, the following factors:

our failure to correctly identify relevant market trends including those relating to, customer demand for the

type of vessels that we propose to build on this basis, the cost of raw materials, movements in foreign

exchange rates and the price of such vessels;

our inability to properly manage our cash flow, financing resources and in relation to the new business model;

higher interest expense or reduced interest income due to funding the new business model using our own

capital;

our failure to manage construction costs and cost overruns; or

our inability to find customers to purchase or lease these vessels at prices acceptable to us.

Our expansion within a short period of time has imposed on us new operational, management and planning

demands, which are significantly different from those we encountered in operating our business and for which we

may require different expertise and experience.

The implementation of these strategies depends on a number of factors including, among other things, absence of

adverse changes in the Indian and global shipping markets, the availability of funds, less competition, government

policies and our ability to retain and recruit competent employees. Some of the factors are beyond our control and

by nature, are subject to uncertainty. There is no assurance that our strategies can be implemented successfully.

Any failure or delay in the implementation of any or all of these strategies may have a material adverse effect on

our profitability and prospects. There can be no assurance that our revenues or profits will continue to increase or

that our profit margin will not significantly decrease or that we will not experience losses from our new businesses.

As a result, our historical results of operations may not be indicative of our future performance.

27. Trade unions under which majority of our workmen are unionised have objected to the proposed Issue.

This may lead to strikes, lock-down or work stoppages which will adversely affect our operations,

reputation and financial condition.

30

Majority of our workmen have opposed the proposed Issue and have submitted their statement of objection

through their respective trade unions to us.

We cannot assure you that we will not face any strikes or work stoppages in the future or agitations by our

workmen against the proposed Issue, which may affect adversely affect our reputation and could have an adverse

impact on our operations.

28. We are dependent on the Cochin Port Trust (“CoPT”) for certain basic services required for daily

operations. If our relationship with CoPT is negatively affected in any manner or if CoPT is unable to

provide these services in the future, it may have an adverse impact on our operations.

We outsource certain basic services which are key to our daily operations such as pilotage, tugs and voyage

permits to CoPT. Timely availability of these services is a critical factor for successful execution of our daily

operations. There can be no assurance that CoPT will continue to provide us these services in the future on terms

favourable to us, or at all. If our relationship with CoPT is negatively affected in any manner or if CoPT is unable

to provide these services in the future, it may have an adverse impact on our operations.

29. The sea channel adjacent to our shipyard suffers from siltation which requires incurring additional

expenditure.

The Kochi port is a riverine port which is prone to higher than usual levels of siltation. Due to this, periodic

dredging and maintenance is required to keep the water channel functional for our use and needs. This requires

incurring of additional expenditure compared to shipyards in other parts of India. If we are required to incur

substantial expenditure on dredging in relation to this, it may affect our results of operations and financial

condition.

30. We depend on the contribution of key management personnel. The loss of their services may have a

material adverse effect on our business, financial condition and results of operations.

Our success depends, to a significant extent, upon the continued service of our key management personnel. If we

lose the services of any of our existing key management personnel without timely and suitable replacements, or

are unable to attract and retain new personnel with suitable experience as we grow, our financial performance and

operations may be materially and adversely affected. Our Chairman and Managing Director (Madhu S Nair) and

Director (Technical), (Sunny Thomas), Director (Finance) (Paul Ranjan), and Director (Operations) (Suresh Babu

N V), have been with us for over 20 years and have been instrumental in charting the business direction and

spearheading our growth. Accordingly, the loss of one or more members of our senior management team could

have a material adverse effect on our business, financial condition, results of operations and prospects, as these

persons may be difficult to replace.

31. Factors beyond our control or the control of our customers may cause our customers to terminate their

projects, postpone purchases from us or default on payments owed to us, which may adversely affect our

business, financial condition and results of operations.

Our customers retain the right to change/reduce the scope/terminate/indefinitely postpone their shipbuilding

contracts. In the event of a change/reduction in scope/termination/indefinite postponement of a shipbuilding

contract, the customer is generally required to pay for work performed and raw materials purchased up to the date

of termination, and in most cases, pay to us a termination fee representing our profit margin if the project had been

completed, which has to be agreed between the customer and us. However, any termination of a significant

contract would have a material adverse effect on our business, financial condition, results of operations and

prospects.

Furthermore, factors beyond our control or the control of our customers may cause our customers to postpone

purchases from us. Due to the possibility of changes in project scope and schedule as a result of exercises of our

customers’ discretion or reasons outside the control of our customers, we cannot predict with certainty when, if

or to what extent a project will be performed.

Even where a project proceeds as scheduled, it is possible that the contracting parties may default or otherwise

fail to pay amounts owed. Any reduction in scope, payment postponement or payment default in regard to order

book projects or disputes with customers in respect of any of the foregoing could materially harm our financial

condition, results of operations and cash flows.

31

32. We have sought to renegotiate our agreements with some of our commercial shipping customers and we

are engaged in arbitration with an agent in respect of a terminated agency agreement.

We have sought to renegotiate some of our agreements with our commercial shipbuilding customers in the past.

This renegotiation has been primarily due to our failure to deliver the vessels on time. Such delay was caused due

to various factors including equipment failures, delay in supply of materials and other technical reasons.

We are also engaged in arbitration proceedings with an agent in respect of a terminated agency agreement and

their brokerage claim on a particular shipbuilding contract secured by us from Saudi Arabia. The arbitral tribunal

made an award against our Company. Aggrieved by the arbitral award, we have filed a petition in the civil court

for a stay of execution. The civil court has granted a stay of execution until the disposal of the original Petition.

The matter is currently pending. We cannot assure you that the outcome of the proceedings will be favourable to

us. An unfavourable outcome, in this matter may have an adverse effect on our business, profitability and financial

condition.

33. We have contingent liabilities in our balance sheet, as restated, at September 30, 2016. Further our

Company may be subject to certain proceedings in respect of ongoing tax litigations and our Company has

not presently provided for such disputed demands including penalties, if any, which may be imposed.

Realisation of our contingent liabilities may adversely impact our profitability and may have a material

adverse effect on our results of operations and financial condition.

The following are the contingent liabilities in our balance sheet, as restated, as at September 30, 2016. If any of

these actually occur in the future, they may adversely impact our profitability and may have a material adverse

effect on our results of operations and financial condition:

(In ` million)

Particulars

Amount as on

September 30,

2016

Brief Description of the nature and obligation as on

September 30, 2016

A Contingent Liability

(To the extent not

provided for)

a Guarantees

i Letters of credit 1,550.63 Represents Letters of Credit opened by our Company in

various banks for procurement of materials/assets

ii Corporate performance

guarantee

392.50 Performance guarantee given by our Company to CoPT for

performance of obligations under the contract agreement

entered with CoPT during the contract period.

b Other money for which

our Company is

contingently liable

i Greater Cochin

Development Authority

(“GCDA”)

6.91 Claim raised by GCDA for the land acquired for our

Company is settled. However, 8 land acquisition revision

petition cases (valued at `6.91 million) filed by evictees is

pending with the Supreme Court and High Court of Kerala.

ii Customs duties 2,046.52 Customs duty for materials under bond and indigenous

vessels delivered. Includes an amount of `6.98 million,

being customs duty refund granted by Customs Excise and

Service Tax Appellate Tribunal, Bangalore, against which

an appeal is pending before the High Court of Kerala.

iii Demand for

KGST/KVAT for the

AYs 2001-02,2004-05,

2005-06 & 2007-08

mainly due to levy of

KVAT on the export

turnover of ships

139.63 AY 2000-01 - `11.19 million

AY 2001-02 - `7.34 million

AY 2004-05 - `20.22 million

AY 2005-06 - `65.22 million

AY 2007-08 - `35.65 million

(Under appeal.)Stay of collection of tax obtained in all

cases. Demand reduced due to appeal allowed by Deputy

Commissioner (Appeals)

iv Income Tax 154.05 Demand relating to Assessment Years:

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(In ` million)

Particulars

Amount as on

September 30,

2016


September 30, 2016

AY 2000-01 - `6.33 million

AY 2002-03 - `0.83million

AY 2003-04 - `0.03million

AY 2010-11 - `28.86 million

AY 2011-12 - `41.26 million

AY 2012-13 - `54.61 million

AY 2013-14 - `22.14 million

v Service tax 164.75 Demand of service tax on IAC P-71 (Design Consultancy)

as per show cause notice issued. Reply to show cause

notice filed. No further action from the service tax

authority.

37.67 Refund claim on the service tax on IAC pending before

Commissioner (Appeals). Hearing completed and reserved

for orders.

233.96 Show cause notice issued for levy of service tax on ship

repair without allowing deduction of materials and

disallowance of cenvat credit. Reply to show cause notice

filed. Case is not posted for personal hearing.

188.56 Levy of service tax on LDCL vessels due to disallowance

of the benefit of Notification No.25/2012-ST of June 20,

2012 for the repair of LDCL vessel. Reply to show cause

notice filed. Case is not posted for personal hearing.

B Commitments (To the

extent not provided for)

a Estimated amount of

contracts remaining to

be executed on capital

account and not

provided for:

331.07

The contingent liabilities of our Company arise as our Company is party to certain tax litigations pending before

various tribunals and our Company may also be subject to imposition of penalty by the Income Tax Department

in relation to such litigations. Our Company has not made provision for such penalties as may be imposed in its

contingent liabilities as the amount of penalty which may be imposed is not quantifiable.

34. Our quality control department and quality control assurance and monitoring procedures may not identify

all defects, poor workmanship or non-conformities to client specifications, which could adversely affect

our reputation, business, prospects, financial condition and results of operations.

In addition to the various certifications received by us, we have established a quality control department

comprising of engineers and support personnel with significant experience in the shipbuilding industry and we

intend to further strengthen this department. We have established a set of quality control assurance and monitoring

procedures applicable to every stage of the vessel construction process. Testing and sea trials are also expected to

be conducted prior to delivery of the vessel to our customers. However, there can be no assurances that our quality

control department and quality control assurance and monitoring procedures will identify all defects, poor

workmanship or non-conformities to our customers’ specifications in respect of vessels and Offshore Business

structures built by us. If our quality control department and quality control assurance and monitoring procedures

do not to identify certain defects, poor workmanship or non-conformity to our customers’ specifications, claims

arising from such defects, poor workmanship or non-conformities could be substantial. Such claims could also

adversely affect our reputation, business, prospects, financial condition and results of operations.

35. Our Company has applied for registration of certain trademarks including our corporate logo in its name.

Until such registrations are granted, we may not be able to prevent unauthorised use of such trademarks

by third parties, which may lead to the dilution of our goodwill and adversely affect our business.

We have filed applications for registration of four trademarks including our corporate logo, under the Trademarks

33

Act, 1999 (“Trademarks Act”), which is currently pending approval from the Registrar of Trademarks. Our

applications for registration of three of these trademarks have received objections. Although all the clarifications

sought by the registration authority have been provided by us, there can be no assurance that our trademark

applications will be accepted and the trademarks will be registered. Pending the registration of these trademarks

we may have a lesser recourse to initiate legal proceedings to protect our private labels. However, we may have

to incur additional cost in relation to this. In the event we are not able to obtain registrations due to opposition by

third parties or if any injunctive or other adverse order is issued against us in respect of any of our trademarks for

which we have applied for registration, we may not be able to avail the legal protection or prevent unauthorised

use of such trademarks by third parties, which may adversely affect our goodwill and business.

For further details on the trademarks which are pending registration, see “Government and Other Approvals” on

page 271.

36. We are subject to risks arising from currency exchange rate fluctuations, which could adversely affect our

business, financial condition and results of operations.

Changes in currency exchange rates may influence our results of operations. Globally, a substantial part of all

worldwide ship sales transactions and purchase of offshore structures is generally conducted in USD. While only

a small portion of our total revenue in the last three and half years was received by us in currencies other than the

Rupee, this proportion may increase in the future. 3.96%, 0.04% and 5.42% and 10.14% of our total revenue for

shipbuilding for Fiscals 2014, 2015 and 2016 and the half year ended September 30, 2016, respectively, were

recognised on due basis by us in foreign exchange. In respect of ship-repair, only 0.01%, 0.03%, 0.04% and 0.00%

of our total revenue for Fiscals, 2014, 2015 and 2016 and the half year ended September 30, 2016, respectively,

were recognised on due basis by us in foreign exchange. Since a significant part of our costs are incurred in Rupee,

depreciation of Rupee versus USD and EUR will result in lower revenues in Rupee terms, which could adversely

affect our profitability.

We have a foreign exchange policy pursuant to which every contract net inflow of foreign exchange is hedged.

As and when outflows are incurred, the required foreign exchange is bought from market at the then prevailing

exchange rate.

However in the case of import components in respect of shipbuilding/ship repair contracts denominated in Rupee

terms, our Company is exposed to exchange rate fluctuation risk unless the contract with the ship owner provides

for an exchange variation reimbursement clause.

Our future capital expenditures, including raw materials, equipment and machinery, may be denominated in

currencies other than Rupee. Therefore, declines in the value of the Rupee against the USD or other foreign

currencies would increase the Rupee cost of servicing and repaying those borrowings and their value in our

balance sheet. The exchange rates between Rupee and USD and between Rupee and EUR have changed

substantially in recent years and may continue to fluctuate significantly in the future. Although we may in the

future enter into hedging arrangements against currency exchange rate risks, there can be no assurance that these

arrangements will successfully protect us from losses due to fluctuations in currency exchange rates.

37. We have not independently verified certain data in this Draft Red Herring Prospectus.

We have not independently verified data from the Report titled “A study on shipbuilding and ship repairing

industry” dated March 2017 prepared by CRISIL contained in this Draft Red Herring Prospectus and although we

believe the sources mentioned in the report to be reliable, we cannot assure you that they are complete or reliable.

Such data may also be produced on a different basis from comparable information compiled with regards to other countries. Therefore, discussions of matters relating to India, its economy or the industries in which we operate

that is included herein are subject to the caveat that the statistical and other data upon which such discussions are based have not been verified by us and may be incomplete, inaccurate or unreliable. Due to incorrect or ineffective data collection methods or discrepancies between published information and market practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced elsewhere and should not be unduly relied upon. Further, we cannot assure you that they are stated or compiled on the same basis or with the same degree of accuracy, as the case may be, elsewhere.

38. One of the forms filed by us is not traceable and there are discrepancies in some of the forms filed by us

with the RoC.

34

We have been unable to locate one of the prescribed forms filed by us with the RoC in respect of the allotment of

Equity Shares on June 17, 1988. We have undertaken a RoC search to locate this form as well. While we believe

that we had filed this form with the RoC in a timely matter, we have not been able to obtain a copy of the form,

including from the RoC. We cannot assure you that we will be able to locate this form in the future or that we will

not be subject to any penalty imposed by the relevant regulatory authority in this matter.

Furthermore, there are discrepanices in some of our Form-2 filings with the RoC in the past. We cannot assure

you that we will not be subject to any penalty imposed by the relevant authority in this matter.

39. We may fail to enhance our market position by failing to improve our research and development

capabilities, access new markets and develop new relationships which complement our existing business

operations which may have an adverse impact on our business, financial condition and results of

operations.

As part of our expansion strategy, we intend to enhance our market position through improving our research and

development capabilities and accessing new markets and relationships which complement our existing business

operations. The implementation of such expansion strategy is subject to a number of risks, including, but not

limited to the risks of:

failing to assimilate new technology required for building the new products identified;

failure of new equipment and facilities installed for the expansion;

experiencing difficulties in obtaining regulatory approvals;

being adversely affected by changes in market conditions and demands;

experiencing the diversion of our management’s time and attention from other business concerns; and

experiencing difficulties in retaining the key employees of who are essential to successfully managing those

businesses.

If any of these uncertainties materializes, it may have an adverse effect on our business, financial condition and

results of operations.

40. Failure or delays in obtaining required certification from classification societies may cause delays in our

delivery schedules and disruptions in our business.

We are required to construct our vessels in accordance with contractual specifications and requirements and the

rules and regulations of the classification societies. Depending on the requirements of our customers, we need to

obtain certification from a particular classification society that is allowed to conduct statutory surveys on behalf

of the register of shipping subject to the latter’s authorisation for each vessel. The classification society may refuse

to allow us to use the certificate if we fail to resolve issues it raises. As a result, we may experience delays and

disruptions in our shipbuilding process which may adversely affect our business, financial condition and results

of operations.

41. Our ability to pay dividends in the future will depend on number of factors, including, our profit after tax

for the fiscal year, utilisation of the profit after tax towards reserves, our future expansion plans and capital

requirements, our financial condition, our cash flows and applicable taxes, including dividend distribution

tax payable by our Company, and the payments shall be subject to the CPSE Capital Restructuring

Guidelines.

Our ability to pay dividends in the future will depend on number of factors, including our profit after tax for the

fiscal year, utilisation of the profit after tax towards reserves, our future expansion plans and capital requirements,

our financial condition, our cash flows and applicable taxes, including dividend distribution tax payable by our

Company. Any future determination as to the declaration and payment of dividends will be at the discretion of

our Board and subsequent approval of shareholders and will depend on factors that our Board and shareholders

deem relevant. We may decide to retain all our earnings to finance the development and expansion of our business

and, therefore, may not declare dividends on our Equity Shares. We cannot assure you that we will be able to pay

dividends in the future.

In accordance with the CPSE Capital Restructuring Guidelines, our Company is required to pay a minimal annual

dividend of 30% of its PAT or 5% of its net worth, whichever is higher, unless an exemption is provided in

35

accordance with this guideline. For further details, see “Dividend Policy” on page 161.

42. If we are unable to establish and maintain an effective system of internal controls and compliances our

business and reputation could be adversely affected.

We manage regulatory compliance by monitoring and evaluating our internal controls, and ensuring that we are

in compliance with all relevant statutory and regulatory requirements. However, there can be no assurance that

deficiencies in our internal controls and compliances will not arise, or that we will be able to implement, and

continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal controls, in a

timely manner or at all. As we continue to grow, there can be no assurance that there will be no other instances of

such inadvertent non-compliances with statutory requirements, which may subject us to regulatory action,

including monetary penalties, which may adversely affect our business and reputation.

43. Invocation of refund guarantees by our customers could impact our results of operation and we may face

potential liabilities from lawsuits or claims by customers in the future.

Although there have not been any invocation of refund guarantees by our customers in the past, cancellation or

delays in accepting of orders by our clients may lead to invocation of refund guarantees.

Pursuant to the terms of our existing shipbuilding contracts, we are required to provide advance and progress

payment guarantees issued by a financial institution acceptable to our customers in respect of each instalment of

the contract price that is paid to us by our customers. If the customer rejects the vessel upon sea trial or the

contract is terminated by the customer under certain circumstances, the customer has the right to invoke such

refund guarantees and the entire amount that has been paid by the customer to us may become payable together

with interest. If the refund guarantees are invoked by a customer, we would be required to repay these amounts

to the financial institution which furnished such guarantees.

EXTERNAL RISK FACTORS

44. Public companies in India, including us, are required to compute Income Tax under the Income

Computation and Disclosure Standards (the “ICDS”). The transition to ICDS in India is very recent and

we may be negatively affected by such transition.

The Ministry of Finance has issued a notification dated March 31, 2015 notifying ICDS which creates a new

framework for the computation of taxable income. Subsequently, the Ministry of Finance, through a press release

dated July 6, 2016, deferred the applicability of ICDS from April 1, 2015 to April 1, 2016 and is applicable from

Fiscal 2017 onwards and will have impact on computation of taxable income for Fiscal 2017 onwards. ICDS

deviates in several respects from concepts that are followed under general accounting standards, including Indian

GAAP and Ind AS. There can be no assurance that the adoption of ICDS will not adversely affect our business,

results of operations and financial condition.

45. The GoI may implement a new national tax regime by imposing GST. We are unable to quantify the impact

of this development at this stage due to limited information available in the public domain. If we are taxed

at a higher rate than the current tax rates, our financial condition and results of operations may be

adversely affected.

The GoI has proposed a comprehensive national goods and services tax (“GST”) regime that will combine taxes

and levies by the Central and State Governments into a unified rate structure. Although the legislative bill has

been passed by both houses of Parliament, we are unable to provide any assurance as to the exact date of when

GST is to be introduced or any other aspect of the tax regime following implementation of the GST. Further, any

disagreements between certain state governments may also create further uncertainty towards the implementation

of the GST. Any such future increases or amendments may affect the overall tax efficiency of companies operating

in India and may result in significant additional taxes becoming payable.

46. Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP,

Ind AS and IFRS, which may be material to investors’ assessments of our financial condition.

Our Company is required to prepare annual and interim financial statements under Indian Accounting Standards

(“Ind AS”) from the current financial year as required under Section 133 of the Companies Act 2013 read with

Circular SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016. We have not attempted to quantify the impact

36

of US GAAP, Ind AS or IFRS on the financial data included in this Draft Red Herring Prospectus, nor do we

provide a reconciliation of our financial statements to those of US GAAP, Ind AS or IFRS. US GAAP, Ind AS

and IFRS differ in significant respects from Indian GAAP. Accordingly, the degree to which the Indian GAAP

financial statements, which are restated as per SEBI ICDR Regulations included in this Draft Red Herring

Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with

Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial

disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. For further details, see

“Significant Differences between Indian GAAP and Ind AS” on page 230.

47. The exit by the UK from the European Union has and could further impact global financial markets which

could in turn adversely affect the trading prices of our Equity Shares.

The exit by the UK from the European Union (“EU”) may impact the trading prices of our Equity Shares after

listing. As a result of the referendum held in the UK on June 23, 2016, which resulted in a vote in favour of the

exit from the EU, the global financial markets have experienced significant volatility and may continue to

experience volatility. In addition, the UK and member countries in the EU may face increased economic and

financial volatility. Such economic and financial volatility may further impact global financial markets, which

may adversely affect the trading prices of our Equity Shares.

48. We may be affected by competition law in India and any adverse application or interpretation of the

Competition Act could in turn adversely affect our business.

The Competition Act was enacted for the purpose of preventing practices that have or are likely to have an adverse

effect on competition in India and has mandated the CCI to separate such practices. Under the Competition Act,

any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an

appreciable adverse effect on competition is void and attracts substantial penalties.

Further, any agreement among competitors which, directly or indirectly, involves determination of purchase or

sale prices, limits or controls production, or shares the market by way of geographical area or number of

subscribers in the relevant market is presumed to have an appreciable adverse effect in the relevant market in India

and shall be void. The Competition Act also prohibits abuse of a dominant position by any enterprise. On March

4, 2011, the Central Government notified and brought into force the combination regulation (merger control)

provisions under the Competition Act with effect from June 1, 2011. These provisions require acquisitions of

shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover

based thresholds to be mandatorily notified to, and pre-approved by, the CCI. Additionally, on May 11, 2011, the

CCI issued the Competition Commission of India (Procedure for Transaction of Business Relating to

Combinations) Regulations, 2011, as amended, which sets out the mechanism for implementation of the merger

control regime in India.

The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an

appreciable adverse effect in India. Consequently, all agreements entered into by us could be within the purview

of the Competition Act. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive

conduct or combination occurring outside of India if such agreement, conduct or combination has an appreciable

adverse effect in India. However, the impact of the provisions of the Competition Act on the agreements entered

into by us cannot be predicted with certainty at this stage. We are not currently party to any outstanding

proceedings, nor have we received notice in relation to non-compliance with the Competition Act or the

agreements entered into by us. However, if we are affected, directly or indirectly, by the application or

interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or

any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or

substantial penalties are levied under the Competition Act, it would adversely affect our business, financial

condition, results of operations and prospects.

49. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws

and regulations, may adversely affect our business, results of operations and cash flows.

Our business, results of operations and cash flows could be adversely affected by unfavourable changes in or

interpretations of existing, or the promulgation of new laws, rules and regulations applicable to our business and

operations.

There can be no assurance that the GoI may not implement new regulations and policies which will require us to

37

obtain approvals and licenses from the GoI or other regulatory bodies or impose onerous requirements and

conditions on our business and operations. Any such changes and the related uncertainties with respect to the

implementation of the new regulations may have an adverse effect on our business, results of operations and cash

flows. In addition, we may have to incur capital expenditures to comply with the requirements of any new

regulations, which may also affect our results of operations and cash flows. See “Regulations and Policies” on

page 129 for details of the laws, rules and regulations currently applicable to us.

The regulatory and policy changes, including the instances mentioned below, may adversely affect our business,

results of operations, financial condition and prospects, to the extent that we are unable to suitably respond to and

comply with any such changes in applicable law and policy.

Further, the General Anti Avoidance Rules (“GAAR”) are proposed to be effective from April 1, 2017. The tax

consequences of the GAAR provisions being applied to an arrangement could result in denial of tax benefits

among other consequences. In the absence of any precedents on the subject, the application of these provisions is

uncertain. If the GAAR provisions are made applicable to our Company, it may have an adverse tax impact on us.

50. Our business is substantially affected by prevailing economic, political and others prevailing conditions in

India.

Our Company is incorporated in India, and almost all our assets and employees are located in India. As a result,

we are highly dependent on prevailing economic conditions in India and our results of operations are significantly

affected by factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and

hence our results of operations, may include:

any increase in Indian interest rates or inflation;

any exchange rate fluctuations;

any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in

India and scarcity of financing of our developments and expansions;

prevailing income conditions among Indian consumers and Indian corporations;

volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;

changes in India’s tax, trade, fiscal or monetary policies;

political instability, terrorism or military conflict in India or in countries in the region or globally, including

in India’s various neighbouring countries;

occurrence of natural or man-made disasters;

prevailing regional or global economic conditions, including in India’s principal export markets;

any downgrading of India’s debt rating by a domestic or international rating agency;

financial instability in financial markets; and

other significant regulatory or economic developments in or affecting India or its natural gas sector.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could

adversely impact our business, results of operations and financial condition and the price of the Equity Shares.

51. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law

and thereby suffer future dilution of their ownership position.

Under Section 62 of the Companies Act, a company incorporated in India must offer its equity shareholders pre-

emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing

ownership percentages prior to issuance of any new equity shares, unless the pre-emptive rights have been waived

by the adoption of a special resolution by holders of three-fourths of the equity shares voting on such resolution.

However, if the laws of the jurisdiction that you are in do not permit the exercise of such pre-emptive rights

without our filing an offering document or a registration statement with the applicable authority in such

jurisdiction, you will be unable to exercise such pre-emptive rights. If we elect not to file an offering document or

a registration statement, the new securities may be issued to a custodian, who may sell the securities for your

38

benefit. The value such custodian receives on the sale of any such securities and the related transaction costs

cannot be predicted. To the extent that you are unable to exercise pre-emptive rights available in respect of the

equity shares, your proportional interests in our Company may be reduced by the new equity shares that are issued

by our Company.

52. Natural disasters, acts of war, political unrest, epidemics, terrorist attacks or other events which are beyond

our control, may cause damage, loss or disruption to our business and have an adverse impact on our

business, financial condition, results of operations and growth prospects.

We generally bear the risk of loss of raw materials or equipment and components in transit after our suppliers ship

the supplies to us. We may face the risk of loss or damage to our properties, machinery and inventories due to

natural disasters, such as snow storms, typhoons and flooding. Acts of war, political unrest, epidemics and terrorist

attacks may also cause damage or disruption to us, our employees, our facilities and our markets, any of which

could materially and adversely affect our sales, costs, overall operating results and financial condition. The

potential for war or terrorist attacks may also cause uncertainty and cause our business to suffer in ways that we

cannot predict. In addition, certain Asian countries, including Hong Kong, China, Singapore and Thailand, have

encountered epidemics such as severe acute respiratory syndrome, or SARS and incidents of avian influenza, or

H5N1 bird flu. Past occurrences of epidemics have caused different degrees of damage to the national and local

economies in India. A recurrence of an outbreak of SARS, avian influenza or any other similar epidemic could

cause a slowdown in the levels of economic activity generally, which may adversely affect our business, financial

condition and results of operations. In the event any loss exceeds our insurance coverage or is not covered by our

insurance policies, we will bear the shortfall. In such an event, our business, financial condition and results of

operations could be materially and adversely affected.

53. We are highly dependent on the growth of India and global trade activities for raw materials such as crude

oil, coal and iron ore.

The commercial shipbuilding industry has traditionally experienced fluctuations in freight and charter rates and

vessel values, depending on factors including the demand for, and supply of, shipping capacity, which in turn has

been largely influenced by global demands for, and supplies of raw materials such as crude oil, coal and iron ore.

Our product offerings are concentrated on IAC, FPVs, PSVs, barges and bulk carriers.

The price and supply of crude oil is unpredictable and fluctuates based on events outside our control, including

geopolitical developments, supply and demand for oil and gas, actions by Organisation of the Petroleum Exporting

Countries and other oil and gas producers, war and unrest in oil-producing countries and regions, regional

production patterns and environmental concerns. As a result, an increase in the price of crude oil may adversely

affect our profitability. In the last decade, the prices for crude oil have been increasing as well as volatile. A

significant or sustained increase in the price of crude oil or reduction in supply could increase our operating

expenses and we may not be able to successfully pass on the costs to our customers and have a material adverse

effect on our financial condition and results of operations.

As far as the commercial ships like bulk carriers and PSVs are concerned, it is expected that sustained economic

growth in the India and worldwide would create a growing demand for these raw materials, the prices and volumes

of which have largely determined the growth of the global shipping industry. The expected increase in demand

for crude oil in India and worldwide would necessitate further exploration of new reserves in deep seas, which

would in turn create a demand for offshore support vessels. We cannot assure you that the demand for raw

materials can be sustained or will continue to grow or will not decrease. A decrease in demand in India or globally

may cause a reduction in demand for the bulk carriers, and offshore support vessels which we build and this

decrease may adversely affect our business, financial condition and results of operations.

54. Our costs may increase due to changes in regulations pertaining to the shipbuilding industry.

The shipbuilding industry is heavily regulated by both Indian and international regulations. Among other things,

the vessels we construct for our customers are required to meet the standards and requirements of the classification

society specified by our customer and the rules applicable to the type and size of vessels promulgated by the

relevant regulatory authorities that may comprise maritime authorities of the country of registry and of nations

which the vessel is likely to trade or transit through, such as the Panama and Suez canals. Furthermore,

construction of certain shipyard facilities is subject to approvals from the Indian government. Due to the rapid

expansion of our business, our existing licenses, permits, authorisations or approvals may not match our growth

and we may need to apply for new licenses, permits, authorisations or approvals. For example, we may need

39

goliath gantry cranes with lifting capacities higher than the existing ones at our shipyard for the construction of

large vessels or customized offshore engineering products. If we cannot obtain the requisite licenses, permits,

authorisations or approvals, we may not be able to construct such new gantry cranes or may be ordered to remove

any such existing facilities.

If Indian or international regulations applicable to the shipping industry become more stringent in the future or

additional regulations or controls requiring the adoption of new construction requirements are introduced that we

cannot satisfy in a cost efficient manner or we are unable to pass any additional costs resulting from these new

requirements to our customers, our costs will increase. Any significant increase in cost due to changes in

regulations in the shipbuilding industry may adversely affect our business, financial condition and results of

operations.

55. Any future issuance of our Equity Shares may dilute your shareholdings and sales of our Equity Shares

may adversely affect the trading price of our Equity Shares.

Any future equity issuances by us may lead to the dilution of investors’ shareholdings in our Company. In addition,

any sales of substantial amounts of our Equity Shares in the public market after the completion of the Issue, or the

perception that such sales could occur, could adversely affect the market price of our Equity Shares and could

impair the future ability of our Company to raise capital through offerings of our Equity Shares. We also cannot

predict the effect, if any, that the sale of our Equity Shares or the availability of these Equity Shares for future sale

will have on the market price of our Equity Shares.

56. Foreign investors are subject to foreign investment restrictions under Indian law, which may adversely

affect the market price of our Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of equity shares between non-

residents and residents are permitted (subject to certain exceptions) if they comply with inter alia, the pricing

guidelines and reporting requirements specified by the RBI. If the transfer of equity shares is not in compliance

with such pricing guidelines or reporting requirements, or falls under any of the prescribed exceptions, prior

approval of the RBI will be required. Additionally, shareholders who seek to convert the Indian Rupee proceeds

from a sale of equity shares in India into foreign currency and repatriate any such foreign currency from India will

require a no-objection/tax clearance certificate from the Indian income tax authorities. We cannot assure you that

any required approval from the RBI or any other government agency can be obtained in a timely manner or on

any particular terms or at all. Owing to possible delays in obtaining requisite approvals, investors in our Equity

Shares may be prevented from realising gains during periods of price increase or limiting their losses during

periods of price decline.

57. You will not be able to immediately sell any of our Equity Shares you purchase in the Issue on an Indian

Stock Exchange.

Our Equity Shares will be listed on the Stock Exchanges. Pursuant to Indian regulations, certain actions must be

completed before the Equity Shares can be listed and trading may commence. Investor’ book entry, or demat

accounts, with depository participants in India are expected to be credited within two working days of the date on

which Allotment is approved by the designated stock exchange. Thereafter, upon receipt of final listing and trading

approval from the Stock Exchanges, trading in the Equity Shares is expected to commence within six Working

Days from the date of Bid/Issue closure.

We cannot assure you that the Equity Shares will be credited to investors’ demat accounts, or that trading in the

Equity Shares will commence, within the time periods specified above.

58. You may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of our Equity

Shares are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange

held for more than 12 months will not be subject to capital gains tax in India if Securities Transaction Tax (“STT”)

has been paid on the transaction. STT will be levied on and collected by a domestic stock exchange on which the

equity shares are sold. Any gain realised on the sale of equity shares held for more than 12 months, which are sold

other than on a recognised stock exchange and on which no STT has been paid to an Indian resident, will be

subject to long term capital gains tax in India. Further, any gain realised on the sale of listed equity shares held

for a period of 12 months or less which are sold other than on recognised stock exchanges and on which STT has

40

been paid, will be subject to short term capital gains tax in India. Capital gains arising from the sale of the equity

shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under

a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit

India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India

as well as in their own jurisdiction on a gain upon the sale of our Equity Shares.

59. GoI will continue to control us post listing of our Equity Shares.

Upon the completion of this Issue, the GoI will hold approximately 101,952,000 Equity Shares, or approximately

75% of our post-Issue paid up equity share capital. Consequently, the President of India, acting through the

Ministry of Shipping, will continue to control us and will have the power to elect and remove our directors and

determine the outcome of most proposals for corporate action requiring approval of our Board or shareholders,

such as proposed five-year plans, revenue budgets, capital expenditure, dividend policy, transactions with other

GoI controlled companies. Under the Companies Act, this will continue to be a public sector undertaking which

is owned and controlled by the President of India. This may affect the decision making process in certain business

and strategic decisions taken by our Company going forward.

60. The interests of the GoI as our controlling shareholder may conflict with your interests as a shareholder.

Under our Articles of Association, the President of India, by virtue of holding a majority of our Equity Share

capital may issue directives with respect to the conduct of our business or our affairs for as long as we remain a

government company, as defined under the Companies Act. The interests of the President of India may be different

from our interests or the interests of other shareholders. As a result, the President of India may take actions with

respect to our business and the businesses of our peers and competitors that may not be in our or our other

shareholders’ best interests. The President of India could, by exercising its powers of control, delay or defer or

initiate a change of control of our Company or a change in our capital structure, delay or defer a merger,

consolidation, or discourage a merger with another public sector undertaking.

61. Announcements by the GoI or the Kerala Government relating to increased wages for government and

public sector employees will increase our expenses and may adversely affect our financial condition in the

years of implementation.

Department of Public Enterprises (“DPE”) only related to above has required government enterprises to

implement salary increases for employees below board level executives as determined by the respective boards

and management of the relevant government enterprises within a certain guideline set by the DPE. These

governmental measures increase our labour costs and the next pay revision for non-unionised officers and

employees was due w.e.f. January 1, 2017 and a revision of the wage settlement agreement with unionised

workmen w.e.f. April 1, 2017. Although no further directives have been received from the GoI in relation to this

and no wage negotiations have begun, any announcements by the GoI relating to increased wages for government

and public sector employees will increase our expenses and may adversely affect our operating results and

financial condition.

62. Investors may not be able to enforce a judgment of a foreign court against our Company.

Our Company is incorporated under the laws of India. Our Company’s Directors and Key Management Personnel

are residents of India and our assets are located in India. As a result, it may not be possible for investors to affect

service of process upon our Company or such persons in jurisdictions outside India, or to enforce against them

judgments obtained from courts outside India. India has reciprocal recognition and enforcement of judgments in

civil and commercial matters with only a limited number of jurisdictions, which include the United Kingdom,

Singapore and Hong Kong. The United States has not been declared as a reciprocating territory for the purposes

of the Code of Civil Procedure, 1908 (“Civil Code”) and thus a judgment of a court outside India may be enforced

in India only by a suit and not by proceedings in execution. In order to be enforceable, a judgment from a

jurisdiction with reciprocity must meet certain requirements of the Civil Code. The Civil Code only permits the

enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes, other charges,

fines or penalties and does not include arbitration awards. Therefore, a final judgment for the payment of money

rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the

general laws of the non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a

judgment in such a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding

in India and obtain a decree from an Indian court. However, the party in whose favour such final judgment is

rendered may bring a fresh suit in a competent court in India, based on a final judgment that has been obtained in

41

a non-reciprocating territory, within three years of obtaining such final judgment. It is unlikely that an Indian court

would award damages on the same basis, or to the same extent, as was awarded in a final judgment rendered by a

court in another jurisdiction, if the Indian court believes that the amount of damages awarded was excessive or

inconsistent with public policy in India. In addition, any person seeking to enforce a foreign judgment in India is

required to obtain prior approval of the RBI, to repatriate any amount recovered pursuant to the execution of the

judgment.

63. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’

rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including

in relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of

other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an

Indian company than as shareholder of a corporation in another jurisdiction.

64. Our ability to raise foreign capital may be constrained by Indian law.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such

regulatory restrictions limit our financing sources for our projects and hence could constrain our ability to obtain

financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any

required regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions,

or at all. Limitations on foreign debt may have an adverse effect on our business growth, financial condition, cash

flows and results of operations.

65. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity

of Equity Shares or the Bid Amount) at any stage after submitting a Bid.

Pursuant to the SEBI Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or lower

their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail

Individual Investors can revise their Bids during the Bid/Issue Period and withdraw their Bids until Bid/Issue

Closing Date. While our Company is required to complete Allotment pursuant to the Issue within six Working

Days from the Bid/Issue Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares,

including material adverse changes in international or national monetary policy, financial, political or economic

conditions, our business, results of operation or financial condition may arise between the date of submission of

the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if such events occur,

and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Issue or cause the

trading price of the Equity Shares to decline on listing.

Prominent Notes

Public issue of 33,984,000 Equity Shares comprising fresh issue of 22,656,000 Equity Shares of face value

of ̀ 10 each of our Company, for cash at a price of ` [●] per Equity Share (less Retail Discount and Employee

Discount, as applicable), and an Offer for Sale of 11,328,000 Equity Shares by the President of India. The

Issue shall constitute 25.00% of the fully diluted post-Issue paid up Equity Share capital of our Company.

The Issue is being made through the Book Building Process, wherein 50% of the Net Issue shall be available

for allocation, on a proportionate basis to QIBs. 5% of the QIB Portion shall be available for allocation on a

proportionate basis to Mutual Funds only. The remainder of the QIB Portion shall be available for allocation

on a proportionate basis to all QIBs including Mutual Funds, subject to valid Bids being received at or above

the Issue Price. Not less than 15% of the Net Issue shall be available for allocation on a proportionate basis

to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail

Individual Bidders, subject to valid Bids being received at or above the Issue Price.

The net worth of our Company as at September 30, 2016 was ` 19,046.79 million. The net asset value per

Equity Share of our Company as at September 30, 2016 was ` 168.14. See “Financial Statements” on page

162.

The average cost of acquisition of Equity Shares by our Promoter is ` 10 per Equity Share. See “Capital

Structure” on page 66.

42

For details of the related party transactions during the last five Fiscal Years, pursuant to the requirements

under Accounting Standard 18 “Related Party Disclosures”, issued by the Institute of Chartered Accountants

of India, see “Restated Financial Statements – Note 43 of Annexure IV B – Restated Statement of Related

Party Transactions” on page 222.

There has been no change in our Company’s name since incorporation.

There has been no financing arrangement whereby the Directors of our Company and their relatives, have

financed the purchase by any other person of securities of our Company other than in the normal course of

business of the financing entity during the period of six months immediately preceding the date of filing of

this Draft Red Herring Prospectus.

Investors may contact any of the BRLMs who have submitted the due diligence certificate to SEBI for any

complaints, information or clarification pertaining to the Issue. For details regarding grievances in relation

to the Issue, see “General Information” on page 58.

43

SECTION III: INTRODUCTION

SUMMARY OF INDUSTRY

Unless noted otherwise, the information in this section has been obtained or derived from the “A study on

Shipbuilding and Ship Repairing Industry” of March, 2017, by CRISIL Research (the “CRISIL Report”), as well

as other industry sources and government publications. All information contained in the CRISIL Report has been

obtained by CRISIL from sources believed by it to be accurate and reliable. Although reasonable care has been

taken by CRISIL to ensure that the information in the CRISIL Report is true, such information is provided ‘as is’

without any warranty of any kind, and CRISIL in particular, makes no representation or warranty, express or

implied, as to the accuracy, timeliness or completeness of any such information. All information and estimates

contained herein must be construed solely as statements of opinion, and CRISIL shall not be liable for any losses

incurred by users from any use of this publication or its contents. Neither our Company, nor the BRLMs or any

other person connected with the Issue has independently verified this information. Industry sources and

publications generally state that the information contained therein has been obtained from sources believed to be

reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability

cannot be assured. Industry sources and publications are also prepared based on information as of specific dates

and may no longer be current or reflect current trends. Industry sources and publications may also base their

information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly,

investors should not place undue reliance on, or base their investment decision on this information.

Global Shipping Industry

Seaborne Trade

According to a 2016 UNCTAD report, global seaborne trade increased by 2.1% to 10,048 million tonnes in 2015.

Dry bulk cargo comprised the largest share at 54%. Developing economies accounted for the largest share of

seaborne trade, in volume terms, at an estimated 60%. Developing countries have become global manufacturing

centres with growing demand for capital and consumer goods, and are no longer viewed as only suppliers of raw

materials. In terms of a regional comparison, Asia was the largest loading and unloading region, followed by the

Americas, Europe, Oceania and Africa. As of January 2016, the global commercial fleet stood at 90,917 vessels,

totalling 1.8 billion DWT. Dry bulk carriers comprised the largest share at 43.1% followed by the oil tanker

segment with a share of approximately 27.9%.

Fleet

The respective shares of oil tankers and general cargo vessels in the global fleet have declined over the years,

while those of dry bulk carriers and container ships have increased. As of January 2016, the dry bulk carriers, with

a 43% contribution in terms of gross registered tonnage (GRT), was the largest vessel category in the global fleet.

The share of oil tankers, which made up for 50% of the global fleet in 1980, has declined to 28% in 2016. Over

this period, the share of container vessels’ increased from 2% to 14%, following China’s manufacturing-led

growth as well as the shipping industry’s strategy to reduce costs using economies of scale. The fall in the oil

tanker share was due to a change in the pattern of trade and demand, primarily due to a decline in the refining

capacity in Europe and a corresponding increase in Asia and the Middle East.

44

Indian Shipping Industry

Fleet

The Indian commercial fleet saw an addition of 42 vessels with approximately 0.2 million GRT in 2015. In 2015,

India’s total fleet strength was 1,246 vessels with a GRT of 10.51 million. The majority of the Indian fleet is

deployed for costal trade, with approximately 70% of the registered vessels used for coastal trade, while the

remaining 373 vessels are engaged in overseas trade. However, in tonnage terms, the fleet deployed for coastal

trade is approximately 1.5 million GRT, while that for overseas trade is approximately 9 million GRT.

In terms of GRT, more than half of the fleet’s tonnage is accounted for by oil tankers. Over the past decade, oil

tankers have continued to account for a majority share.

According to the Indian Ministry of Shipping, the total overseas cargo handled at Indian ports was approximately

879.6 million tonnes in 2014-15. The vessels carrying Indian flags contributed approximately 7.5% of overseas

cargo tonnage. Even as the total overseas cargo handled at Indian ports increased, the contribution of vessels

carrying Indian flags in terms of tonnage declined in absolute terms as well as in percentage terms. Meanwhile,

ships above the age of 20 years comprised over 40% of the Indian fleet, as ship owners preferred to maintain the

existing fleet due to uncertainty in global trade. However, approximately 20% of the ships in the Indian fleet are

below the age of five years, indicating that new vessels have been added during the recent past.

45

SUMMARY OF BUSINESS

Overview

We are the largest public sector shipyard in India in terms of dock capacity, as of March 31, 2015, according to

the CRISIL Report. We cater to clients engaged in the defence sector in India and clients engaged in the

commercial sector worldwide. In addition to shipbuilding and ship repair, we also offer marine engineering

training.

As of January 31, 2017, we have two docks – dock number one, primarily used for ship repair (“Ship Repair

Dock”) and dock number two, primarily used for shipbuilding (“Shipbuilding Dock”). Our Ship Repair Dock is

one of the largest in India and enables us to accommodate vessels with a maximum capacity of 125,000 DWT

(Source: CRISIL Report). Our Shipbuilding Dock can accommodate vessels with a maximum capacity of 110,000

DWT (Source: CRISIL Report).

We are in the process of constructing a new dock, a ‘stepped’ dry dock (“Dry Dock”). This stepped dock will

enable longer vessels to fill the length of the dock and wider, shorter vessels and rigs to be built or repaired at the

wider part. We are also in the process of setting up an International Ship Repair Facility (“ISRF”), which includes

setting up a shiplift and transfer system.

In the last two decades, we have built and delivered vessels across broad classifications including bulk carriers,

tankers, Platform Supply Vessels (“PSVs”), Anchor Handling Tug Supply vessels (“AHTSs”), barges, bollard

pull tugs, passenger vessels and Fast Patrol Vessels (“FPVs”). We are currently building India's first Indigenous

Aircraft Carrier (“IAC”) for the Indian Navy. We have also grown our ship repair operations and are the only

commercial shipyard to have undertaken repair work of Indian Navy's aircraft carriers, the INS Viraat and INS

Vikramaditya.

Our diversified offerings to the Indian clients engaged in the defence sector and to clients engaged in the

commercial sector worldwide have allowed us to successfully adapt to the cyclical fluctuations of our industry.

Over the last five Fiscals, the break-down of our average operating revenues is set out below:

Activity Clients engaged in the

defence sector Commercial clients

Shipbuilding 64.74% 20.60%

Ship repair 7.46% 6.70%

Other operating revenue 0.47% 0.03%

Our current shipbuilding order book includes Phase-II of the IAC for the Indian Navy, two 500 passenger cum

150 ton cargo vessels and two 1,200 passenger cum 1,000 ton cargo vessels for the Andaman and Nicobar

Administration (“A&N Administration”), two Roll-On/Roll-Off (“Ro-Ro”) vessels for the Kochi Municipal

Corporation and a vessel for one of the Government of India's (“GoI”) projects. Our current ship repair order

book includes vessels from our key clients.

We recently delivered a large deck cargo cum launch barge to the National Petroleum Construction Company,

Abu Dhabi (“NPCC”) and the last FPV (in a series of 20) to the Indian Coast Guard.

We are a wholly-owned GoI company, incorporated on March 29, 1972 and were conferred the 'Miniratna' status

in 2008, by the Department of Public Enterprises, GoI. Our shipyard is strategically located along the west coast

of India, midway on the main sea route connecting Europe, West Asia and the Pacific Rim, a busy international

maritime route. In addition, our shipyard is located close to the Kochi port as well as to offshore oil fields on the

western coast of India and relatively close to the Middle East.

We commenced our operations in 1975 and have over four decades of experience in shipbuilding. We have in

the past delivered two of India’s largest double hull oil tankers, each of 92,000 DWT (Source: CRISIL Report)

to the Shipping Corporation of India (“SCI”). Over the years, we have successfully responded to fluctuations in

the shipbuilding requirements of the markets we operate in and have evolved from building bulk carriers to

building smaller and more technically sophisticated vessels such as PSVs and AHTSs. We have worked with

several leading technology firms in our industry including Rolls Royce Marine (Norway), and GTT (Gaztransport

& Technigaz) SA (“GTT”). We believe this has added to our credibility in the international markets. Our key

shipbuilding clients include the Indian Navy, the Indian Coast Guard and the SCI. We have also exported 45

46

ships to various commercial clients outside India such as NPCC, the Clipper Group (Bahamas) and Vroon

Offshore (Netherlands) and SIGBA AS (Norway).

We began our ship repair operations in 1978 and have undertaken repairs of various types of vessels including

upgradation of ships of the oil exploration industry as well as periodical maintenance, repairs and life extension

of ships. Our shipyard has, over the years, developed capabilities to handle various repair jobs. We have entered

into MoUs with various clients including with the Lakshadweep Development Corporation Limited (“LDCL”),

Directorate General of Lighthouses and Lightships (“DGLL”) and the Dredging Corporation of India (“DCI”)

giving us the opportunity to undertake ship repair work for these organisations on a bulk volume basis. Our key

ship repair clients include the Indian Navy, the Indian Coast Guard, SCI, the Oil & Natural Gas Corporation

(“ONGC”) and DCI. We have also partnered with Techcross Inc. for technical support, engineering, service

support and sharing of information in relation to the Ballast Water Treatment System (“BWTS”) products.

Our Marine Engineering Training Institute at Kochi began in 1993, where we conduct marine engineering training

programs. These programs are approved by Director General of Shipping (“DGS”), GoI. We also operate a

material testing laboratory, which was established in 1972. Our material testing laboratory has been accredited

by the National Accreditation Board for Testing and Calibration Laboratories (“NABL”) and is one of the leading

laboratories in Kerala in the field of chemical, mechanical and non-destructive testing of various materials

including metals, welds and alloys.

We have several certifications including the ISO 9001:2008 – Quality Management System, ISO 14001:2004 -

Environmental Management System and OHSAS 18001:2007 – Occupational Health and Safety Management

System. Our listed debentures have been rated AA+ by since 2014 by various agencies including India Ratings

and Research Private Limited (“IRRPL”) and CARE. We were also adjudged the “Shipbuilding Company of the

Year” in 2015 by the Gateway Awards. For further details of awards we have received, see “History and Certain

Corporate Matters – Awards and Recognition” on page 136.

Our Company has posted profits continuously in the last five Fiscals. Our total revenues and PAT has increased

from `14,737.01 million and `1,553.28 million respectively, in Fiscal 2012 to `20,992.84 million and `2,858.29

million, respectively, in Fiscal 2016 at a CAGR of 9.25% and 16.47%, respectively. For the half year ended

September 30, 2016, our total revenues and PAT were `10,274.61 million and `1,845.24 million, respectively.

Competitive Strengths

We believe we benefit from a number of strengths that together differentiate us from our competitors:

One of India's leading public-sector shipyards catering to both commercial clients as well as clients engaged

in the defence sector with a multitude of offerings for a broad range of vessels across life cycles


the CRISIL Report. We have catered to both commercial clients and clients engaged in the defence sector

evidenced by our revenues from shipbuilding and ship repair operations in recent Fiscals as set our below:

(in ` million)

Activity Fiscal 2014 Fiscal 2015 Fiscal 2016

Shipbuilding

Clients engaged in the defence sector 14,572.34 12,338.08 15,053.09

Commercial Clients 991.63 1,331.69 1,179.35

Total 15,563.97 13,669.77 16,232.44

Ship repair

Clients engaged in the defence sector 1,062.48 536.78 2,818.33

Commercial Clients 1,224.03 1,440.92 822.21

Total 2,286.51 1,977.70 3,640.54

Grand Total 17,850.48 15,647.47 19,872.98

Shipbuilding for clients engaged in the defence sector is complex and time-consuming, whereas commercial

shipbuilding, while relatively less complex, is subject to business cycles. Catering to both commercial clients and

clients engaged in the defence sector has helped us to address these issues relatively better. We are currently

building India's first IAC for the Indian Navy and have recently delivered the last FPV (in a series of 20) to the

47

Indian Coast Guard prior to the delivery date. We have also built two of India’s largest double hull oil tankers,

each of 92,000 DWT (Source: CRISIL Report) for SCI and recently delivered a large deck cargo cum jacket

launch barge for NPCC.

In addition to shipbuilding, we also undertake ship repair for the Indian Navy and repaired about 15 Indian Naval

Ships, on an average in the Fiscals 2014, 2015 and 2016, respectively where our scope of work varied from

normal wear and tear to complex repairs. We also recently completed refits of INS Aditya, INS Sukanya, INS

Shardul, INS Viraat and INS Vikramaditya for the Indian Navy. We have also undertaken major revamping and

refurbishing of oil rigs involving steel renewal, up-gradation of drilling, cementing, mechanical, HVAC and

piping systems in almost all the major offshore vessels and rigs of ONGC.

Our top customers include the Indian Navy and the Indian Coast Guard. These top two customers together

accounted for 87.69%, 82.46%, 89.94% and 73.16% of our revenue from operations in Fiscals 2014, 2015, 2016

and the half year ended September 30, 2016, respectively. The Indian Navy has praised us for our high production

standards, quality construction and timely delivery. (Source: https://www.indiannavy.nic.in/content/vikrant-

navys-first-indigenous-aircraft-carrier-launched)

Our Marine Engineering Training Institute began in 1993 and we facilitate the DGS approved GME residential

course for mechanical and naval architect engineering graduates. We also have a NABL accredited material testing

laboratory.

We believe that our diverse experience and multiple offerings put us in a good position to benefit from the recent

‘Make in India’ initiative introduced by the GoI pursuant to which a steady pipeline of future orders and

opportunities is expected from Indian clients engaged in the defence sector as well as the Indian PSUs.

Modern facilities and infrastructure and integrated capabilities to deliver quality products and services

We believe that the state of the art infrastructure and facilities available at our shipyard combined with our vast

expertise give us a significant edge over our domestic peers. While our proposed Dry Dock project will be set up

on our existing shipyard premises, the ISRF will be set up on land near our shipyard leased from the Cochin Port

Trust (“CoPT”). We believe that our modern facilities and infrastructure and integrated capabilities have helped

us built a strong reputation for quality and timely delivery over decades of doing business with both our Indian

and international clients.

Our integrated shipbuilding infrastructure at the shipyard allows us to undertake structural, machinery and

electrical design and to prepare detailed production engineering drawings. During the shipbuilding design process

3D hull, piping and electrical models are created, ensuring optimum, error free ship designs. Inputs for various

NC equipment are also generated on these systems. Quay III, which is used for shipbuilding, has a length of 630m

and has two LLTT cranes with capacities of 40T and 20T, respectively.

Our ship repair facilities include our Ship Repair Dock measuring 270m x 45m x 12m that enables us to undertake

the repair of vessels with a maximum capacity of 125,000 DWT. Our shipyard currently has one of the largest

ship repair capacities among the Indian public sector shipyards (Source: CRISIL Report). Additionally, we have

two quays, Quay I with a length of 290m and a 15T cranage and Quay II with a length of 208m and a 10T cranage.

Both quays have LLTT cranes.

Order book with a strong customer base of reputable ship owners and marquee clients

Shipbuilding

We have built a variety of vessels ranging from bulk carriers, tankers and passengers ships to offshore support

vessels and port crafts. In the last five years, we have built and delivered over 35 vessels to clients worldwide.

We have built and repaired vessels and provided other offshore project services to some of the biggest corporates,

both in India and globally. Our Indian clients include the Indian Navy, the Indian Coast Guard, SCI, ONGC,

DGLL and DCI. Our key foreign clients include NPCC, the Clipper Group, Vroon and SIGBA AS.

We are currently building India's first IAC for the Indian Navy. We are also currently constructing two 500

passenger cum 150 ton cargo vessels and two 1200 passenger cum1000 ton cargo vessels for the A&N

Administration, two Ro-Ro vessels for the Kochi Municipal Corporation and a vessel for one of GoI's projects.

https://www.indiannavy.nic.in/content/vikrant-navys-first-indigenous-aircraft-carrier-launched


48

Ship repair

We commenced ship repair operations in 1978 and have, over the years, developed adequate capabilities to handle

complex and sophisticated repair jobs. We have also entered into special MoU arrangements to enhance our ship

repair business. For example, we repaired LDCL and DCI vessels under our respective MoUs with them.

In Fiscal 2016, major repair works for commercial clients included work on the GTV Samudra Sarvekshak and

the WSV Samudhra Nidhi for SCI, and on the Dredge VIII and Dredge XIX for the DCI and MV Kavaratti for

LDCL. In the last Fiscal, we believe our docks were running at full capacity due to which we had to turn away

certain new requests.

Competitive cost structure and efficient operations

We believe that we offer our clients competitive cost structures for their shipbuilding and ship repair needs. We

have implemented measures to help ensure that our operations run efficiently. We seek to achieve optimum

utilisation of our full capacity through effective production planning and scheduling and have delivered or are in

the process of delivering all the vessels we have contracted for, including in certain cases, delivery ahead of

schedule such as some of the FPVs for the Indian Coast Guard and deck cargo cum launch barge for NPCC. In

some cases where we were able to deliver the vessels ahead of schedule to our customers, we were able to secure

additional bonuses over and above the cost of the ship including from the Clipper Group as well as repeat orders

from satisfied clients. We are committed to the timely delivery of vessels and place great emphasis on the quality

of our construction. This helps to minimise the need to undertake rectification works for defects or non-

compliance with our customers’ specifications, and reduces our exposure to liquidated and other damages under

our shipbuilding contracts.

We believe we have achieved further cost savings through our cost management activities. We operate an efficient

system of sub-contracting which aids multiple repair projects and production planning. For example, rather than

maintaining a large number of full time employees, we employ a significant number of contract labour workers,

enabling us to keep the size of our workforce flexible based on our requirements. As of January 31, 2017, we had

1,836 full time employees, one employee on deputation from other government organisations and 589 contract

employees. As of January 31, 2017, we also employed a minimum of 2,597 sub-contract workers on a daily basis.

We also seek to manage the cost of the engines and other equipment used in our vessels by obtaining quotes from

our approved vendors and the cost of our raw materials and components through the selection of suppliers and

subcontractors based on several criteria, including the pricing and the quality of their products and reliability of

their services. Generally, we avoid buying from intermediaries and prefer to deal directly with manufacturers so

as to form long-term relationships with these manufacturers, and wherever possible, obtain better pricing terms.

Our shipyard is strategically located along the west coast of India, on the main sea route connecting the Persian

Gulf to Asia, and is approximately 610 nautical miles from Mumbai, a busy international maritime route that is

conveniently located for ships travelling on this route in need of repair. In addition, our shipyard is located close

to the offshore oil fields on the western coast of India and relatively close to the Middle East, which we believe,

will be an advantage in tapping the offshore rig market. Due to our shipyard's proximity to the Kochi port, we

are well-positioned to benefit from the port’s infrastructure facilities such as its approach channel and navigation

facilities.

Led by a dedicated board, long serving and experienced senior management backed by a strong pool of

experienced professionals

We are one of India's leading shipyards, making us an employer of choice and providing a better incentive to our

management to continue to pursue excellence in our businesses. Each of our key management staff has, on

average, more than 25 years of experience in the industry and has been with our Company for an average of two

decades. Some of our senior management have grown within our organisation from trainee positions to head their

respective departments. We believe that our organisational culture and experienced board and senior management

have been instrumental in helping us achieve a low cost structure, continuous profit margins, efficient operations,

short delivery schedules, relatively lower attrition and fewer employee disputes.

We have a large pool of experienced naval architects, engineers and draftsmen. We believe that our employees

are instrumental to our success including for the quality of our products and services and our ability to operate in

a cost-efficient manner. We focus on the overall development of our employees through the implementation of

training programmes to enhance employee loyalty, reduce attrition rates, improve skills and service standards and

49

increase productivity. For example, we provide regular in-house training for our employees such as skill

development programs for various specialised tasks. We also have a MoU with Cochin University of Science and

Technology (“CUSAT”) that provides two seats for their M. Tech degree course in marine engineering annually

for executives or officers sponsored by us.

Continuous profits leading to robust financial performance

We are a profitable and dividend paying shipyard. Our Company has posted profits continuously in the last five

Fiscals. Our total revenues, and PAT have increased from ̀ 14,737.01 million and ̀ 1,553.28 million, respectively,

in fiscal 2012 to `20,992.84 million and `2,858.29 million, respectively, in Fiscal 2016 at a CAGR of 9.25%,

and 16.47%, respectively. For the half year ended September 30, 2016, our total revenues and PAT were

`10,274.61 million and `1,845.24 million respectively. Additionally, we have continuously delivered positive

RoE margins over the last four Fiscals.

We paid dividends to our shareholders at rates of 15%, 15%, 15%, 15% and 76.50% in Fiscals 2012, 2013, 2014,

2015 and 2016. Our strong liquidity position in terms of total cash of ` 21,191.54 million as of January 31, 2017,

enables us to continue to stay invested in our business and to consistently pay our suppliers on time and benefit

from supplier goodwill.

The strength of our balance sheet in terms of liquidity and indebtedness provides us with a number of competitive

advantages, such as lower finance costs and better financial terms for our future borrowing needs. As of January

31, 2017, we had fund based indebtedness in the form of tax free infrastructure bonds amounting to `1,230.00

million (excluding interest due on these bonds). Apart from this, our Company had availed of non-fund based

facilities of `1,009.89 million and USD26.46 million. Our listed debentures has been rated AA+ since 2014 by

various agencies including IRRPL and CARE.

Our Strategies

Our objective is to enhance our market position by expanding our capabilities, capitalising on opportunities both

in domestic and international markets in our industry and to enhance our competitiveness. Our business strategies

are:

Expand our capabilities through our proposed Dry Dock and International Ship Repair Facility

We are in the process of developing our Dry Dock and ISRF. Once developed, we believe that these new

facilities will expand our existing capabilities significantly and help us build and repair a broader variety of

vessels including new generation aircraft carriers and oil rigs, which are expected to be key growth drivers in

the short to near long term. The process of setting up an ISRF will allow us to undertake repair of a broader

range of vessels.

Dry Dock

In addition to our existing dock, we are in the process of building a Dry Dock at a total estimated cost of ̀ 17,989.91

million. The length of the Dry Dock will be greater than the length of our existing docks. The larger size of our

proposed Dry Dock will enable us to build and repair ships of higher capacity and large naval vessels such as

aircraft carriers. Further, the greater width of our Dry Dock will also enable us to undertake building and repair

of rigs, within our shipyard.

In relation to our proposed Dry Dock, HaskoningDHV India Private Ltd has prepared a Detailed Project Report

dated October 5, 2016. We have also completed the Environmental Impact Assessment study and have obtained

environmental clearance from the MoEFCC. The environmental clearance is subject to certain conditions

including obtaining prior clearance of the wildlife from the standing committee of the National Wildlife Board.

For more details, see “Risk Factors – The environmental clearance for our new Dry Dock is subject to the final

order in the matter of Goa Foundation v. Union of India and amongst others, the prior clearance of the Standing

Committee of the National Board for Wildlife.” on page 269 and see “Governmental and Other Approvals” on

page 271.

ISRF

We entered into an agreement for development and operation of an international ship repair facility dated

50

December 24, 2012 with Cochin Port Trust under which we are in process of setting up an ISRF which inter-alia

contains provisions for liquidated damages, indemnity and termination. For the ISRF, we have leased

approximately 8.12 hectares of land and 15 hectares of water body from CoPT, including their existing ship-repair

facility, for a period of 30 years pursuant to the lease deed dated April 12, 2013. Since then, we have begun using

the existing dry dock and allied facilities in the leased area for carrying out ship repair in a limited way.

The ISRF will comprise of a ship-lift, transfer system and allied facilities to be built at an estimated investment

of ̀ 9,694.1 million. We have appointed a consortium of Inros Lackner SE and Tata Consulting Engineers Limited

as project consultants. A detailed project report was prepared by the project consultants and received the GoI

approval on May 19, 2016. The Expert Appraisal Committee has already recommended for environmental

clearance for the project from the MoEFCC.

Build a strong order book by bidding vigorously for projects to be awarded by the Indian PSUs and defence

sector pursuant to ‘Make in India’ initiative

We believe we are well-positioned to benefit from the recent ‘Make in India’ initiative pursuant to which the GoI

is keen to encourage defence manufacturing in India. Policy initiatives such as granting infrastructure status to

shipbuilding, granting right of first refusal to Indian shipyards for shipbuilding and ship repair work of the Indian

PSUs and support through the new financial assistance scheme are expected to provide a steady pipeline of orders

and become key drivers of growth.

Our proposed Dry Dock and ISRF will increase our ability to build, repair and service a broader range of vessels

including vessels of larger capacities. As we are one of the very few commercial shipyards to have won defence

orders from the Indian Navy and the Indian Coast Guard in the past, and have been able to deliver successfully

on these mandates, we believe that we are well positioned to take advantage of future orders placed by the Indian

Navy and other Indian PSUs. We believe that we have an advantage over other defence PSUs, as they currently

do not have the capacity to construct certain types of ships especially those of bigger dimensions such as the IAC.

The GoI also plans to promote inland water transportation and coastal shipping. We believe that this will present

several opportunities including building high speed ferry crafts, dredgers, ropax vessels and large capacity

passenger ships. This will create demand for shipbuilding and ship repair services, which we believe we are well

equipped to deliver. For example, we have recently bid in respect of a tender by Hooghly Dock & Port Engineers

Ltd (“HDPEL”), a GoI enterprise, for the upgradation, operation, maintenance and management of two of its

shipyards at Salkia and Nazirgunge located at Howrah, West Bengal.

Continue to enhance our construction quality and delivery time and enhance our price competitiveness in

order to increase our market share

We believe that our emphasis on quality of construction and timely delivery has been a key factor in our ability

to attract new customers and to retain our existing customers. For example, we recently delivered seven FPVs for

the Indian Coast Guard ahead of the contractual delivery schedule. The final FPV (in a series of 20) was delivered

on December 30, 2016, ahead of the scheduled delivery date of March, 2017. We believe that we are achieving

the highest standards in India across in many areas of shipbuilding, such as plate preparation and cutting

processes, block fabrication, hull erection, outfitting, design and engineering, sourcing, procurement, and project

management.

Furthermore, with the rising production cost globally, we believe there will be greater demand for offshore

support vessels and other commercial vessels that are built by shipyards with a competitive cost structure and

which can offer vessels at competitive prices. With our in-house fabrication workshops, we intend to continue to

develop in-house capabilities in various manufacturing processes, thereby enabling us to lower our costs of

production and maintain our price competitiveness. We also believe our operations will benefit from our business

partnerships with firms like GTT.

We believe that continuing to enhance our production planning and sequencing processes and inventory

management will also help us to maintain our cost competitiveness and further reduce the construction period of

ships.

Strengthen our market leadership by continuously adding upgraded and new vessel models to our offerings

and expanding customer services

51

Leveraging our experience in building other vessels, we plan to expand our product offerings. We believe that

we are strong contenders for building the next aircraft carrier for the Indian Navy, due to our unique experience

in constructing such vessels. With this experience we will also be able to bid for other defence projects.

Furthermore, we believe that we are well-positioned to pitch for opportunities in the rig building and repair

business owing to our proximity to offshore locations.

With the construction of our proposed Dry Dock and ISRF, we will also be able to build and repair new vessel

models. We are well-positioned to follow the latest domestic and international standards for our new offerings.

We also plan to expand our operations to cover the entire life cycle of a broader range of vessels.

Continue to leverage our market position and our relationships with customers, suppliers and other business

partners to support our growth and improve our competitiveness

We plan to use our leading position in the Indian shipbuilding and ship repair industry to develop new relationships

with banks, suppliers, universities and colleges, technical schools, classification societies, ship design institutes,

as well as companies in upstream and downstream, oil and offshore services industries, and to create a favorable

environment for our sustainable development.

We plan to further strengthen our long-term cooperation with well-known universities, such as CUSAT, to jointly

provide training, carry out research and development, and develop a potential workforce to support our future

growth. We have also set up a section for the preparation of basic designs to enhance our design capabilities and

to cater to future design requirements.

We believe that these initiatives will also help us in attracting the best talent to Kochi by creating a network of

shipbuilding and ship repair experts and helping Kochi to become as an important center for shipping and related

businesses.

52

SUMMARY FINANCIAL INFORMATION

RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

` in millions

Particulars

As at

30th Sep 2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

Share capital 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80 1,524.22

Reserves and surplus 17,913.99 16,072.30 14,253.50 13,768.01 11,106.46 8,649.98

2 Non-current liabilities

Long term borrowings 1,230.00 1,230.00 1,230.00 1,230.00 0.00 0.00

Other long term liabilities 26.12 26.12 26.12 56.12 51.30 75.84

Long term provisions 192.90 189.65 193.22 179.36 197.43 191.37

3 Current liabilities

Short term borrowings 0.00 0.00 0.00 2,109.18 0.00 0.00

Trade payables 3,557.15 2,098.77 1,709.84 1,716.11 1,400.30 3,066.47

Other current liabilities 7,614.99 9,367.43 8,156.16 6,064.88 6,840.10 10,227.68

Short-term provisions 5,270.51 4,907.20 3,481.59 3,658.59 3,296.10 2,359.15

Total 36,938.46 35,024.27 30,183.23 29,915.05 24,024.49 26,094.71

II. ASSETS

1 Non-current assets

Fixed assets

(i)Tangible assets 2,971.44 2,964.39 2,894.37 2,972.58 2,403.56 1,854.85

(ii) Intangible assets 710.77 737.80 806.60 728.38 1.26 1.30

(iii) Capital work in

progress 269.83 234.42 127.79 75.65 1,380.09 636.18

Non-current investments 0.92 0.92 1.92 1.92 1.92 1.92

Deferred tax asset (Net) 307.20 315.66 226.15 163.06 162.60 207.34

Long-term loans and

advances 143.37 382.26 360.90 139.34 69.42 107.88

Other non-current assets 390.83 1,945.35 312.94 676.52 618.84 529.24

2 Current assets

Inventories 2,709.48 2,316.36 3,033.84 3,959.19 3,552.60 3,620.66

Trade receivables 6,103.19 4,637.66 5,897.63 12,071.44 6,858.05 7,833.37

Cash and bank balances 17,190.92 18,204.13 14,194.47 5,564.31 7,039.65 9,088.97

Short-term loans and

advances 3,337.22 1,958.19 1,787.39 1,919.64 633.90 1,416.42

Other current assets 2,803.29 1,327.13 539.23 1,643.02 1,302.60 796.58

Total 36,938.46 35,024.27 30,183.23 29,915.05 24,024.49 26,094.71

53

RESTATED STATEMENT OF PROFIT AND LOSS

` in millions

Particulars

For Half

year

ended

30th Sep

2016

For the

year

ended

31st Mar

2016

For the

year

ended

31st Mar

2015

For the

year

ended

31st Mar

2014

For the

year

ended

31st Mar

2013

For the

year

ended 31st

Mar 2012

I. Revenue from

operations 9,537.12 19,924.50 15,861.57 18,002.82 16,815.38 14,064.62

II. Other income 737.49 1,068.34 770.73 610.61 869.22 672.39

III. Total revenue (I + II) 10,274.61 20,992.84 16,632.30 18,613.43 17,684.60 14,737.01

IV. Expenses:

Cost of materials

consumed 4,360.14 10,543.22 10,008.08 7,757.49 8,793.18 6,696.19

Changes in

inventories of work-

in-progress

(560.44) (164.41) (192.25) 402.15 (530.46) 170.00

Sub contract and other

direct expenses 1,591.25 1,929.21 1,600.92 1,746.66 2,034.56 2,133.33

Employee benefits

expense 1,047.25 2,108.43 2,157.51 2,091.92 1,888.08 1,749.91

Finance costs 52.72 119.40 183.22 192.56 226.37 124.29

Depreciation and

amortisation expense 188.40 371.93 376.98 253.22 188.00 224.30

Other expenses 694.43 1,432.55 1,127.57 1,419.66 1,015.38 1,240.60

Provision for

anticipated losses and

expenditure

60.71 224.14 251.06 404.68 87.86 92.36

Total expenses 7,434.46 16,564.47 15,513.09 14,268.34 13,702.97 12,430.98

V Profit before tax

(III-IV) 2,840.15 4,428.37 1,119.21 4,345.09 3,981.63 2,306.03

VI Tax expense:

Current tax 986.45 1,659.60 470.01 1,509.86 1,267.85 775.74

Deferred tax 8.46 (89.52) (63.09) (0.46) 44.74 (22.99)

Net Profit(+)/Loss(-)

from Ordinary

Activities after

tax(8-9)

1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,553.28

Extraordinary

item(net of tax

expense )

- - - - - -

VII Profit for the year 1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,553.28

VIII

Earnings per equity

share (Face value of ̀

10 each):

Basic and Diluted (in

`) 16.29 25.23 6.29 25.03 23.56 13.43

54

RESTATED SUMMARY STATEMENT OF CASH FLOWS

` in millions

Particulars

For the

Half Year

Ended 30th

Sep 2016

For the

Year Ended

31st Mar

2016

For the

Year

Ended 31st

Mar 2015

For the

Year Ended

31st Mar

2014

For the

Year Ended

31st Mar

2013

For the

Year Ended

31st Mar

2012

A. Cash flow from

Operating Activities

Net profit before tax 2,840.15 4,428.37 1,119.21 4,345.09 3,981.63 2,306.03

Adjustments for :

Depreciation and

amortisation 176.41 344.98 346.96 215.74 143.35 173.52

Value of surrendered land

written off 0.00 0.56 0.00 0.00 0.00 0.00

Interest expense 52.72 109.70 172.79 189.50 225.59 117.66

Interest income (629.27) (993.61) (535.49) (508.29) (589.72) (501.40)

Rental income (2.63) (10.01) (32.81) (6.37) (7.70) (10.05)

Dividend income (30.26) (0.05) (0.11) (0.09) (0.61) (0.07)

Loss on sale of fixed assets 0.00 0.63 0.77 0.47 2.44 0.49

Profit on sale of fixed assets 0.00 (0.17) 0.00 (0.02) 0.00 0.00

Loss on derivative contracts

(Net) (22.28) 6.97 (53.40) 275.95 125.04 175.76

Unrealised loss/(gain) on

derivative contracts (Net) (3.00) 0.13 (3.39) 3.03 (33.92) 38.83

Exchange difference from

FE transactions 0.00 (2.28) (73.44) (6.87) (73.12) (32.02)

Diminution in carrying cost

of investment 0.00 1.00 0.00 0.00 0.00 0.00

Operating cash flow before

working capital changes 2,381.84 3,886.22 941.09 4,508.14 3,772.98 2,268.75

Adjustments for working

capital changes:

Inventories (393.12) 717.48 925.35 (406.59) 68.05 (1,277.90)

Trade and other receivables (1,365.98) (4,734.65) 3,351.57 (8,295.06) 1,995.91 3,300.82

Trade and other payables (67.33) 1858.56 2164.70 (764.64) (4587.15) (283.00)

Cash generated from

operation before Income Tax 555.41 1,727.61 7,382.71 (4,958.15) 1,249.79 4,008.67

Income tax paid 899.30 1,334.18 748.54 883.60 766.65 904.45

Net cash generated from

Operating Activities (A) (343.89) 393.43 6,634.17 (5,841.75) 483.14 3,104.22

B. Cash flow from

Investing Activities

Purchase of assets (156.45) (347.77) (347.73) (1,512.35) (694.47) (149.31)

Capital Work In Progress (35.41) (106.63) (52.14) 1,304.44 (743.92) (264.48)

Investment in Mutual Funds (4,232.50) 0.00 0.00 0.00 0.00 0.00

Redemption of Mutual

Funds 4,232.50 0.00 0.00 0.00 0.00 0.00

Sale or withdrawal of fixed

assets 0.00 0.29 0.00 0.02 0.00 0.02

Interest received 329.35 918.33 522.30 353.90 498.14 502.91

Rent received 1.31 10.01 32.81 6.37 7.70 10.05

Dividend income 30.32 0.00 0.00 0.09 0.61 0.07


Investing Activities (B) 169.12 474.23 155.24 152.47 (931.94) 99.26

C. Cash flow from

Financing Activities

Issue of Tax free Bonds 0.00 0.00 0.00 1,230.00 0.00 0.00

55

` in millions

Particulars

For the

Half Year

Ended 30th

Sep 2016

For the

Year Ended

31st Mar

2016

For the

Year

Ended 31st

Mar 2015

For the

Year Ended

31st Mar

2014

For the

Year Ended

31st Mar

2013

For the

Year Ended

31st Mar

2012

Premium on issue of Tax

free Bonds 0.00 0.00 0.00 0.12 0.00 0.00

Short term borrowings 0.00 0.00 (2,109.18) 2,109.18 0.00 0.00

Loss/profit on derivative

contracts (Net) 22.28 (6.97) 53.40 (275.95) (125.04) (175.76)

Loss on exchange difference

from FE transactions 0.00 2.28 73.44 6.87 73.12 32.02

Redemption of Preference

Shares 0.00 0.00 0.00 0.00 (391.42) (400.00)

Dividend paid 0.00 (169.92) (169.92) (169.92) (197.32) (168.68)

Dividend tax paid 0.00 (34.59) (28.88) (28.88) (32.01) (28.02)

Interest paid 0.00 (109.72) (172.79) (161.30) (225.59) (117.66)


Financing Activities (C) 22.28 (318.92) (2,353.93) 2,710.12 (898.26) (858.10)

D. Net Increase in Cash &

Cash Equivalent

(A)+(B)+(C)

(152.49) 548.74 4,435.48 (2,979.16) (1,347.06) 2,345.38

Cash and cash equivalent at

the beginning of the year 5,114.71 4,565.97 130.49 3,109.65 4,456.71 2,111.33


the end of the year 4,962.22 5,114.71 4,565.97 130.49 3,109.65 4,456.71

Net cash increase/ (decrease) (152.49) 548.74 4,435.48 (2,979.16) (1,347.06) 2,345.38

56

THE ISSUE

The following table summarises the details of the Issue:

Issue 33,984,000 Equity Shares aggregating to ` [●] million

of which:

(i) Fresh Issue(1) 22,656,000 Equity Shares aggregating to ` [●] million

(ii) Offer for Sale(2) 11,328,000 Equity Shares aggregating to ` [●] million

of which:

Employee Reservation Portion(3)(4) Up to 824,000 Equity Shares aggregating to ` [●]

million

Net Issue to the Public 33,160,000 Equity Shares

A) QIB Portion(3) 16,580,000 Equity Shares

of which:

Available for allocation to Mutual Funds only (5% of

the QIB Portion)(5)

829,000 Equity Shares

Balance of QIB Portion for all QIBs including Mutual

Funds(5)

15,751,000 Equity Shares

B) Non-Institutional Portion(3) Not less than 4,974,000 Equity Shares

C) Retail Portion(3)(4) Not more than 11,606,000 Equity Shares

Pre and post Issue Equity Shares

Equity Shares outstanding prior to the Issue 113,280,000 Equity Shares

Equity Shares outstanding after the Issue [●] Equity Shares

Utilisation of Net Proceeds For details, see “Objects of the Issue” on page 78. Our Company will not receive any proceeds from the

Offer for Sale.

Allocation to Bidders in all categories (including the Employee Reservation portion) except the Retail Portion

shall be made on a proportionate basis subject to valid Bids received at or above the Issue Price.

(1) The Issue has been authorised by our Board pursuant to a resolution passed at its meeting held on December

22, 2015 and by our Shareholders pursuant to a resolution passed at the AGM held on September 20, 2016.

(2) The Selling Shareholder, through its letter bearing file number SY-12021/1/2007–CSL. Vol IV dated

November 23, 2015, conveyed the approval granted by the GoI for the Issue. The Equity Shares offered by

the Selling Shareholder in the Issue have been held by them for a period of at least one year prior to the date

of this Draft Red Herring Prospectus with SEBI and are eligible for being offered for sale in the Offer as

required by the SEBI ICDR Regulation. The Selling Shareholder, through its letter bearing file number SY-

12021/1/2007-CSL Vol. V dated December 6, 2016, conveyed the consent for inclusion of 11,328,000 Equity

Shares of our Company held by the President of India, acting through the Ministry of Shipping, Government

of India as part of the Offer for Sale portion of the Issue.

(3) Under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill

over from any of the category or combination of categories at the discretion of our Company, the Selling

Shareholder, the Book Running Lead Managers and the Designated Stock Exchange and in accordance with

applicable laws, rules, regulations and guidelines, subject to valid Bids being received at or above the Bid

Price. Under-subscription in the Employee Reservation Portion shall be added to the Net Issue.

(4) The Selling Shareholder, through its letter bearing file number SY-12021/1/2007–CSL. Vol IV dated

November 23, 2015, conveyed the approval of price discount of 5% on Issue price to the retail investors

subject to the advice of the BRLMs and prevailing market condition and 5% discount for Employee

Reservation Portion. Retail Individual Bidders and Eligible Employees bidding at a price within the Price

Band can make payment at the Bid Amount (which will be less Retail Discount or Employee Discount, as

applicable), at the time of making a Bid. Retail Individual Bidders and Eligible Employees bidding at the

Cut-Off Price have to ensure payment at the Cap Price, less Retail Discount or Employee Discount, as

applicable at the time of making a Bid. Retail Individual Bidders must ensure that the Bid Amount, does not

exceed `200,000. The maximum Bid Amount under the Employee Reservation Portion by an Eligible

Employee shall not exceed `500,000 on a net basis. However, the initial Allotment to an Eligible Employee

57

in the Employee Reservation Portion shall not exceed `200,000 (which will be less Employee Discount). Only

in the event of an under-subscription in the Employee Reservation Portion post the initial allotment, such

unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the

Employee Reservation Portion, for a value in excess of `200,000, subject to the total Allotment to an Eligible

Employee not exceeding `500,000 (which will be less Employee Discount).

(5) If the aggregate demand from Mutual Funds is less than 829,000 Equity Shares, the balance Equity Shares

available for allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated

proportionately to QIB Bidders in proportion to their Bids.

Notes:

1. The Issue and Net Issue shall constitute 25.00% and 24.39%, respectively of our post-Issue equity share

capital.

2. The Issue comprises the Fresh Issue which shall constitute 16.67% of our post-Issue equity share capital and

the Offer for Sale shall constitute 8.33% of our post-Issue equity share capital.

3. The Equity Shares being offered pursuant to the Offer for Sale have been held by the Selling Shareholder for

a period of at least one year immediately preceding the date of this Draft Red Herring Prospectus.

4. Our Company will not receive any proceeds from the Offer for Sale.

For further details regarding the Issue Structure and Issue Procedure, see “Issue Structure” and “Issue Procedure”

on page 299 and 303, respectively.

58

GENERAL INFORMATION

Registered and Corporate Office

Cochin Shipyard Limited Administrative Building,

Cochin Shipyard Premises,

Perumanoor, Kochi - 682015,

Kerala, India

Tel: +91 (484) 2501306

Fax: +91 (484) 2384001

Website: www.cochinshipyard.com


Corporate Identity Number: U63032KL1972GOI002414

Address of the Registrar of Companies

Our Company is registered with the RoC, Kerala situated at the following address:

Registrar of Companies

Company Law Bhawan,

BMC Road,

Thrikkakara,

Kochi – 682021

Kerala, India

Tel: +91 (484) 2423749

Fax: + 91 (484) 2422327

Board of Directors

The following table sets out the composition of our Board as on the date of this Draft Red Herring Prospectus:

Name and Designation DIN Address

Mr. Madhu S. Nair

Chairman and Managing Director

07376798 XI/356-A, Sreelakam, Off Kundanoor, Chilavanoor Road,

Kundanoor, Maradu P.O., Kochi - 682304, Kerala, India Mr. D. Paul Ranjan

Director (Finance) and Chief

Financial Officer

06869452 Grace, 28/2090 A, Thottunkathara Road, Kadavanthra

P.O., Ernakulam - 682020, Kerala, India

Mr. Sunny Thomas

Director (Technical)

06882228 1/34, Kallukalam House, Paruthely Avenue Road,

Edappally P O, Ernakulam - 682024, Kerala, India Mr. Suresh Babu N.V

Director (Operations)

07482491 Nikerthil House, Palluruthy P.O., Perumpadappu,

Ernakulam - 682006, Kerala, India Mr. Barun Mitra

Part Time Official (Nominee)

Director

07012558 D1/33, Rabindra Nagar, New Delhi- 110003, India

Mr. Elias George

Part Time Official (Nominee)

Director

00204510 No.4, Neptune Country, Chilavannoor Road,

Kadavanthra, Kochi - 682020, Kerala, India

Mr. Krishna Das E

Non-Official Part Time

(Independent) Director

02731340 Sree Krishna Kripa, Pannicode, P O, Kunisseri, Palakkad

- 678681, Kerala, India

Mr. Radhakrishna Menon



07518727

Sreeniketan, Thrikodithanam P O, Changanacherry,

Kottayam -686105, Kerala, India

Ms. Roopa Shekhar Rai



07565156 10, East High Court Road, Ramdaspeth, Nagpur - 440010,

Maharashtra, India

For further details of our Board of Directors, see “Our Management” on page 140.

59

Chief Financial Officer

Mr. D. Paul Ranjan is the Chief Financial Officer of our Company. His contact details are as follows:

Mr. D. Paul Ranjan

Director (Finance)

Administrative Building,



Kerala, India

Tel: +91 (484) 6641222

Fax: +91 (484) 2365334


Company Secretary and Compliance Officer

Ms. V. Kala is the Company Secretary and the Compliance Officer of our Company. Her contact details are as

follows:

Ms. V. Kala




Kerala, India

Tel: +91 (484) 2501306

Fax: +91 (484) 2384001


Investors Grievances

Investors can contact the Company Secretary and Compliance Officer, the BRLMs, the Registrar to the Issue, in

case of any pre-Issue or post-Issue related problems, such as non-receipt of Allotment Advice, non-credit of

Allotted Equity Shares in the respective beneficiary account or refund orders, and non-receipt of funds by

electronic mode.

All grievances may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary

to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the

sole or first Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of the submission of

Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for and the name and

address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder.

All grievances relating to Bids submitted with Registered Brokers may be addressed to them with copy to the

Stock Exchanges and to the Registrar to the Issue.

Further, the Bidder shall also enclose the Acknowledgement Slip from the Designated Intermediaries in addition

to the documents/information mentioned hereinabove.

Book Running Lead Managers

SBI Capital Markets Limited

202, Maker Tower ‘E’, Cuffe Parade


Tel: +91 (22) 22178300

Fax: +91 (22) 22188332


Investor grievance e-mail: [email protected]

Contact Person: Mr. Nikhil Bhiwapurkar / Mr. Sandeep Tenneti

Website: www.sbicaps.com


60

Edelweiss Financial Services Limited

14th Floor, Edelweiss House, Off. C.S.T Road, Kalina


Telephone: +91 (22) 40094400

Fax: +91 (22) 40863610



Contact Person: Mr. Siddharth Shah

Website: www.edelweissfin.com


JM Financial Institutional Securities Limited

7th Floor, Cnergy, Appasaheb Marathe Marg,

Prabhadevi, Mumbai - 400025, Maharashtra, India

Tel: +91 (22) 66303030

Fax: +91 (22) 66303330



Contact Person: Ms. Prachee Dhuri

Website: www.jmfl.com


Syndicate Members

The Syndicate Members will be appointed prior to filing the Red Herring Prospectus with the RoC.

Registrar to the Issue

Link Intime India Private Limited

C 101, 247 Park, L B S Marg,

Vikhroli West, Mumbai 400 083

Maharashtra, India

Tel: +91 (22) 4918 6200

Fax: +91 (22) 4918 6195


Investor grievance email: [email protected]

Contact person: Ms. Shanti Gopalkrishnan

Website: www.linkintime.co.in

SEBI Registration No: INR000004058

Indian Legal Counsel to our Company and the Selling Shareholder

Khaitan & Co.

One Indiabulls Centre, Tower 1, 13th Floor

841 Senapati Bapat Marg, Elphinstone Road


Tel: +91 (22) 66365000

Fax: +91 (22) 66365050

International Legal Counsel to our Company and the Selling Shareholder

Herbert Smith Freehills LLP

50 Raffles Place

#24-01 Singapore Land Tower

Singapore 048623

Tel: +65 68688000

Fax: +65 68688001


http://www.linkintime.co.in/

61

Indian Legal Counsel to the Book Running Lead Managers

Cyril Amarchand Mangaldas

201, Midford House, Midford Garden, Off M.G. Road,

Bengaluru - 560001, Karnataka, India

Tel: +91 (80) 25584870

Fax: +91 (80) 25584266

Statutory Auditors of our Company

Krishnamoorthy & Krishnamoorthy

Chartered Accountants,

39/3217, Illom Block I

Paliam Road,

Cochin - 682016,

Tel: +91 (484) 2363676, +91 (484) 2374654

Fax: +91 (484) 2371845

Firm Registration No: 001488S


Peer Review No: 009524

Escrow Collection Banks

The Escrow Collection Banks shall be appointed prior to filing of the Red Herring Prospectus with the RoC. The

details of the Escrow Collection Banks shall be included in the Red Herring Prospectus.

Refund Bank

The Refund Bank, if any, shall be appointed prior to filing of the Red Herring Prospectus with the RoC.

Designated Intermediaries

Self-Certified Syndicate Banks

In relation to Bids submitted to a member of the Syndicate, the list of banks that have been notified by SEBI to

act as the SCSBs for the ASBA process is provided on the website of SEBI at

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. For list of branches of the SCSBs

named by the respective SCSBs to collect the ASBA Forms please refer to the above-mentioned link.

Registered Brokers

The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address,

telephone number and e-mail address, is provided on the websites of the BSE and the NSE at

http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and

http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated from

time to time.

RTAs

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as

address, telephone number and email address, is provided on the websites of Stock Exchanges at

http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and

http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time

to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as

name and contact details, is provided on the websites of the Stock Exchanges at

http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and

http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time

to time.


62

Bankers to our Company

State Bank of India

First Floor, Vankarath Towers, Bye-Pass

Junction, Padivattom, Ernakulam, Kochi –

682024, Kerala, India

Tel: +91 (484) 2340027

Fax: +91 (484) 2341100


Website: www.sbi.co.in

Contact Person: Mr. R. Ganesh

State Bank of Travancore

Perumanoor (Cochin Shipyard Branch)

Ravipuram, MG Road, Ernakulam – 682015, Kerala, India

Tel: +91 (484) 2363251

Fax: +91 (484) 2352066


Website: www.statebankoftravancore.com

Contact Person: Mr. Lalu P. K

Syndicate Bank

Aishwarya Buildings, M.G. Road,

Opposite Cochin Shipyard,

Perumanoor Branch, Ernakulam, Kerala, India

Tel: +91 (484) 2359444

Fax: +91 (484) 2358951


Website: www.syndicatebank.co.in

Contact Person: Mr. Ajithkumar P. R.

Union Bank of India Nodal Regional Office, Union Bank Bhavan,

PB No. 3255, M G Road, Ernakulam - 682035, Kerala,

India Tel: +91 (484) 238521/ 2385206 Fax: +91 (484) 2385203 E-mail: [email protected] Website: www.unionbankofindia.com Contact Person: Mr. R. K. Singh

IDBI Bank Limited

Specialised Corporate Branch, IDBI Building,

Panampilly Nagar, Kochi - 682036, Kerala, India

Tel: +91 (484) 2323324

Fax: +91 (484) 2310490


Website: www.idbi.com

Contact Person: Mr. Anil Panicker

IPO grading

No credit rating agency, registered with SEBI has been appointed in respect of obtaining grading for the Issue.

Inter se allocation of responsibilities

The following table sets forth the inter se allocation of responsibilities for various activities among the BRLMs:

Sr.

No. Activity Responsibility Co-ordinator

1. Capital structuring, positioning strategy and due diligence of our Company

including its operations/management/business plans/legal etc. Drafting and

design of the Draft Red Herring Prospectus, Red Herring Prospectus,

Prospectus including a memorandum containing salient features of the

Prospectus. The BRLMs shall ensure compliance with stipulated

requirements and completion of prescribed formalities with the Stock

Exchanges, RoC and SEBI including finalisation of Prospectus and RoC

filing.

BRLMs SBI Capital

Markets Limited

2. Drafting and approval of all statutory advertisement BRLMs SBI Capital

Markets Limited

3. Drafting and approval of all publicity material other than statutory

advertisement as mentioned above including corporate advertising, brochure,

etc.

BRLMs JM Financial

Institutional

Securities Limited

4. Appointment of Intermediaries - Registrar to the Issue, Advertising Agency,

Printers and Banker(s) to the Issue and Monitoring Agency and coordinating

with them for execution of their respective agreements.

BRLMs Edelweiss Financial

Services Limited

5. Marketing and road-show presentation and preparation of frequently asked

questions for the road show team

BRLMs JM Financial

Institutional

Securities Limited

6. Domestic Institutional marketing of the Issue, which will cover, inter alia:

Institutional marketing strategy;

Finalizing the list and division of domestic investors for one-to-one

meetings; and

Finalizing domestic road show and investor meeting schedule

BRLMs SBI Capital

Markets Limited

7. International Institutional marketing of the Issue, which will cover, inter alia: BRLMs Edelweiss Financial

63

Sr.

No. Activity Responsibility Co-ordinator

Institutional marketing strategy;

Finalizing the list and division of international investors for one-to-

one meetings; and

Finalizing international road show and investor meeting schedule

Services Limited

8. Non-institutional and Retail marketing of the Issue which will cover, inter

alia,

Finalising media, marketing and public relations strategy;

Finalising centres for holding conferences for brokers, etc;

Follow-up on distribution of publicity and Issue material including

form, the Prospectus and deciding on the quantum of the Issue

material; and

Finalising collection centres

BRLMs JM Financial

Institutional

Securities Limited

9. Coordination with Stock-Exchanges for book building software, bidding

terminals and mock trading, payment of STT on behalf of Selling Shareholder

and payment of 1% security deposit to the designated stock exchange.

BRLMs SBI Capital

Markets Limited

10. Managing the book and finalization of pricing in consultation with our

Company

BRLMs SBI Capital

Markets Limited

11. Post-issue activities, which shall involve essential follow-up steps including

follow-up with bankers to the issue and SCSBs to get quick estimates of

collection and advising the issuer about the closure of the issue, based on

correct figures, finalisation of the basis of allotment based on technical

rejections, listing of instruments, demat credit, refunds/ unblocking of funds,

release of 1% security deposit, handling of investor grievances for redressal,

media compliance report and coordination with various agencies connected

with the post-issue activity such as registrars to the issue, bankers to the issue,

SCSBs, including responsibility for execution of underwriting arrangements,

as applicable.

BRLMs Edelweiss Financial

Services Limited

Even if any of these activities are being handled by other intermediaries, the BRLMs shall be responsible for

ensuring that these agencies fulfil their functions and enable them to discharge this responsibility through suitable

agreements with our Company.

Credit Rating

As this is an Issue of Equity Shares, the requirement of credit rating is not applicable.

Experts

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent from the Statutory Auditors, namely, Krishnamoorthy &

Krishnamoorthy, who hold a valid peer review certificate, to include its name as required under section 26(1)(a)(v)

of the Companies Act in this Draft Red Herring Prospectus and as an “Auditor” or “Statutory Auditor” and

“expert” as defined under section 2(38) of the Companies Act in respect of the examination report dated January

24, 2017 of the Statutory Auditors on the restated audited financial statements of our Company as of and for the

half year ended September 30, 2016 and the Fiscal years ended March 31, 2016, 2015, 2014, 2013 and 2012 and

the statement of tax benefits dated March 23, 2017, included in this Draft Red Herring Prospectus and such

consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.

Trustees

As this is an Issue of Equity Shares, the requirement of appointment of trustees is not applicable.

Appraising Agencies

None of the objects of the Issue for which the Net Proceeds will be utilised have been appraised.

Monitoring Agency

Our Company will appoint a monitoring agency prior to filing of the Red Herring Prospectus in accordance with

Regulation 16 of the SEBI ICDR Regulations. Further, as per the SEBI Listing Regulations in accordance with

the corporate governance requirements, the Audit Committee of our Company would be monitoring the utilization

of the proceeds of the Issue.

64

Book Building Process

Book building, in the context of the Issue, refers to the process of collection of Bids from investors on the basis

of the Red Herring Prospectus and the Bid cum Application Forms within the Price Band, which will be decided

by our Company and the Selling Shareholder, in consultation with the BRLMs, and which shall be notified in all

editions of English national daily newspaper Business Standard, all editions of Hindi national daily newspaper

Business Standard and Kochi edition of Malayalam daily newspaper Mathrubhumi, Malayalam being the regional

language of Kerala, where our registered office is located, each with wide circulation at least five Working Days

prior to the Bid / Issue Opening Date. The Issue Price shall be determined by our Company and the Selling

Shareholder, in consultation with the BRLMs after the Bid / Issue Closing Date. The principal parties involved in

the Book Building Process are:

our Company;

the Selling Shareholder;

the BRLMs;

the Syndicate Members;

the SCSBs;

the Registered Brokers;

the Registrar to the Issue;

the Escrow Collection Bank(s);

the RTAs; and

the Collecting Depository Participants.

All Bidders can participate in the Issue only through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs Bidding in the QIB Portion and Non-Institutional

Investors Bidding in the Non-Institutional Portion are not allowed to withdraw or lower the size of their

Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual

Bidders and Eligible Employees bidding in the Employee Reservation Portion can revise their Bids during

the Bid/ Issue Period and withdraw their Bids until the Bid / Issue Closing Date.

Our Company confirms that it will comply with the SEBI ICDR Regulations and any other directions issued

by SEBI for this Issue. The Selling Shareholder, confirms that such Selling Shareholder will comply with

the SEBI ICDR Regulations and any other directions issued by SEBI, as applicable, to the respective

portion of their respective Equity Shares offered in the Offer for Sale.

The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to

change from time to time and the investors are advised to make their own judgment about investment

through this process prior to submitting a Bid in the Issue.

For further details, see “Issue Structure” and “Issue Procedure” on pages 299 and 303, respectively. For an

illustration of the Book Building Process and the price discovery process, see “Issue Procedure – Part B – Basis

of Allocation” on page 333.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final approval of the RoC after the

Prospectus is filed with the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our

Company shall apply for after Allotment.

Withdrawal of the Issue

For details in relation to refund on withdrawal of the Issue, see “Terms of the Issue – Withdrawal of the Issue” on

page 297.

Underwriting Agreement

After the determination of the Issue Price and allocation of the Equity Shares, but prior to the filing of the

Prospectus with the RoC, our Company and the Selling Shareholder shall enter into an Underwriting Agreement

with the Underwriters for the Equity Shares proposed to be offered through the Issue. It is proposed that pursuant

to the terms of such Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount

devolved in the event that the Syndicate Members do not fulfill their underwriting obligations. Pursuant to the

terms of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain

conditions to closing, as specified therein. The Underwriting Agreement is dated [●], and has been approved by

our Board of Directors / committee thereof and the Selling Shareholder.

65

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

(This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC)

(in ` million)

Name, address, telephone, fax, and

email of the Underwriters

Indicated number of Equity

Shares to be Underwritten Amount Underwritten

[●] [●] [●] [●] [●] [●] [●] [●] [●]

The above mentioned is indicative underwriting and will be finalised after pricing and actual allocation and subject

to the provisions of the SEBI ICDR Regulations.

In the opinion of our Board of directors and the Selling Shareholder (based on a certificate given by the

Underwriters), the resources of the above mentioned Underwriters are sufficient to enable them to discharge their

respective underwriting obligations in full. The Underwriters are registered with SEBI under section 12 (1) of the

SEBI Act or registered as brokers with the Stock Exchange(s).

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set

forth in the table above. Notwithstanding the above table, the Underwriters shall only be responsible for ensuring

payment with respect to the Bids procured by them. In the event of any default in payment, the respective

Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to

procure subscribers for or subscribe to the Equity Shares to the extent of the defaulted amount in accordance with

the Underwriting Agreement. The underwriting arrangements mentioned above shall not apply to the applications

by the ASBA Bidders in the Issue, except for ASBA Bids procured by any member of the Syndicate.

66

CAPITAL STRUCTURE

The equity share capital of our Company as on the date of this Draft Red Herring Prospectus is set forth below:

(in `, except share data)

Aggregate

nominal value

Aggregate value at

Issue Price

A. Authorised Share Capital*

250,000,000 Equity Shares of the face value ` 10 each 2,500,000,000 - B. Issued, subscribed and paid up Equity Share

capital before the Issue

113,280,000 Equity Shares of the face value ` 10 each 1,132,800,000 - C. Present Issue in terms of this Draft Red Herring

Prospectus**

which consists of:

Fresh Issue of 22,656,000 Equity Shares of the face

value ` 10 each

226,560,000 [●]

Offer for Sale of 11,328,000 Equity Shares by the

Selling Shareholder of the face value ` 10 each

113,280,000 [●]

Of which:

Employee Reservation Portion up to 824,000***

Equity Shares of the face value ` 10 each

8,240,000 [●]

D. Net Issue to the Public

33,160,000Equity Shares of the face value ` 10 each 331,600,000 E. Issued, subscribed and paid up Equity Share

capital after the Issue

135,936,000 Equity Shares of the face value ` 10 each 1,359,360,000 F. Securities Premium Account

Before the Issue (as on September 30, 2016) Nil****

After the Issue [●] *For details on changes in authorized share capital of our Company, see “History and Certain Corporate Matters” on page

134.

**Our Board of Directors has approved the Issue pursuant to a resolution passed at their meeting held on December 22, 2015

and our shareholders have approved the Issue pursuant to a resolution passed at the AGM held on September 20, 2016. The

Selling Shareholder, through its letter bearing file number SY-12021/1/2007–CSL. Vol IV dated November 23, 2015, conveyed

the approval granted by the GoI for the Issue. The President of India, acting through the Ministry of Shipping, Government of

India has approved the Offer for Sale of 11,328,000 equity shares of our Company vide its letter bearing file number SY-

12021/1/2007-CSL Vol. V dated December 6, 2016. The Equity Shares under the Issue have been held by the Selling

Shareholder for a period of at least one year prior to the filing of this Draft Red Herring Prospectus with SEBI and are eligible

for being offered for sale in the Issue as required by the SEBI ICDR Regulation.

*** Our Company has reserved the maximum permissible limit of five percent of the post issue capital i.e. up to 824,000 Equity

Shares of the face value ̀ 10 each in the Employee Reservation Portion. In the event the Equity shares offered to our Employees

under the Employee Reservation, are not fully subscribed, the remaining unsubscribed portion of the Equity shares shall be

offered to the public.

****As on September 30, 2016 our Company has a securities premium account of ` 90,862 on account of the secured bonds

issued by our Company.

Notes to the Capital Structure:

1. Equity Share capital history of our Company:

Date of

Allotment/date

when fully

paid up

Number of

Equity

Shares

Face

Value

(`)

Issue

price per

Equity

Share (`)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of Allotment

Cumulative

number of

Equity

Shares

Cumulative

Equity Share

Capital (`)

March 27,

1973

90,010 1,000 1,000 Cash

Allotment to our

Promoter as initial

subscriber of MOA

90,010 90,010,000

1 1,000 1,000 Cash

Allotment to Mr.

P.N. Jain, joint

secretary to GoI,

Ministry of Finance

90,011 90,011,000

67

Date of

Allotment/date

when fully

paid up

Number of

Equity

Shares

Face

Value

(`)

Issue

price per

Equity

Share (`)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of Allotment

Cumulative

number of

Equity

Shares

Cumulative

Equity Share

Capital (`)

as initial subscriber

to MOA

1 1,000 1,000 Cash

Allotment to Mr.

B.P. Srivastava,

Director (Projects),

Ministry of

Shipping &

Transport as initial

subscriber to MOA

90,012 90,012,000

1 1,000 1,000 Cash

Allotment to Mr. S.

Kasthuri, chief

projects officer as

initial subscriber to

MOA

90,013 90,013,000

1 1,000 1,000 Cash

Allotment to Mr.

R.C. Gupta, under-

secretary to GoI,

Ministry of

Shipping &

Transport as initial

subscriber to MOA

90,014 90,014,000

March 19,

1974 54,943* 1,000 -

Consideration

other than

cash

Allotment to our

Promoter 144,957 144,957,000

March 19,

1974 70,000 1,000 1,000 Cash

Allotment to our

Promoter 214,957 214,957,000

June 25, 1974 10,000 1,000 1,000 Cash Allotment to our

Promoter 224,957 224,957,000

June 25, 1974 52* 1,000 -

Consideration

other than

cash

Allotment to our

Promoter 225,009 225,009,000

December 7,

1977 301,041 1,000 1,000 Cash

Allotment to our

Promoter 526,050 526,050,000

February 11,

1980 15,000 1,000 1,000 Cash

Allotment to our

Promoter 541,050 541,050,000

August 28,

1981 5,000 1,000 1,000 Cash

Allotment to our

Promoter 546,050 546,050,000

March 15,

1982 74,200 1,000 1,000 Cash

Allotment to our

Promoter 620,250 620,250,000

August 25,

1984 7,000 1,000 1,000 Cash

Allotment to our

Promoter 627,250 627,250,000

March 30,

1985 2,350 1,000 1,000 Cash

Allotment to our

Promoter 629,600 629,600,000

March 21,

1986 2,500 1,000 1,000 Cash

Allotment to our

Promoter 632,100 632,100,000

February 21,

1987 2500 1,000 1,000 Cash

Allotment to our

Promoter 634,600 634,600,000


Promoter 639,600 639,600,000

November 2,

1987 5,000 1,000 1,000 Cash

Allotment to our

Promoter 644,600 644,600,000

March 2,

1988 20,000 1,000 1,000 Cash

Allotment to our

Promoter 664,600 664,600,000


Promoter 683,300 683,300,000

February 23,

1989 20,000 1,000 1,000 Cash

Allotment to our

Promoter 703,300 703,300,000


Promoter 712,100 712,100,000

December 19,

1989 20,000 1,000 1,000 Cash

Allotment to our

Promoter 732,100 732,100,000

68

Date of

Allotment/date

when fully

paid up

Number of

Equity

Shares

Face

Value

(`)

Issue

price per

Equity

Share (`)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of Allotment

Cumulative

number of

Equity

Shares

Cumulative

Equity Share

Capital (`)

March 23,

1990 11,500 1,000 1,000 Cash

Allotment to our

Promoter 743,600 743,600,000


Promoter 772,900 772,900,000

April 29,

1993 25,000 1,000 1,000 Cash

Allotment to our

Promoter 797,900 797,900,000

March 18,

1994 22,500 1,000 1,000 Cash

Allotment to our

Promoter 820,400 820,400,000

April 27,

1996 32,500 1,000 1,000 Cash

Allotment to our

Promoter 852,900 852,900,000

April 4, 1996 15,000 1,000 1,000 Cash Allotment to our

Promoter 867,900 867,900,000

July 25, 1996 25,000 1,000 1,000 Cash Allotment to our

Promoter 892,900 892,900,000

December 16,

1996 28,150 1,000 1,000 Cash

Allotment to our

Promoter 921,050 921,050,000


Promoter 937,900 937,900,000

November 28,

1997 24,750 1,000 1,000 Cash

Allotment to our

Promoter 962,650 962,650,000

May 29, 1998 22,650 1,000 1,000 Cash Allotment to our

Promoter 985,300 985,300,000


Promoter 1,037,800 1,037,800,000

December 23,

1999 13,100 1,000 1,000 Cash

Allotment to our

Promoter 1,050,900 1,050,900,000

March 27,

2000 5,900 1,000 1,000 Cash

Allotment to our

Promoter 1,056,800 1,056,800,000

March 27,

2000 6,000 1,000 1,000 Cash

Allotment to our

Promoter 1,062,800 1,062,800,000

September

22, 2000 5,650 1,000 1,000 Cash

Allotment to our

Promoter 1,068,450 1,068,450,000

March 28,

2001 11,500 1,000 1,000 Cash

Allotment to our

Promoter 1,079,950 1,079,950,000


Promoter 1,112,800 1,112,800,000

August 16,

2002 20,000 1,000 1,000 Cash

Allotment to our

Promoter 1,132,800 1,132,800,000

With effect from March 17, 2009, 1,132,800 equity shares of face value of `1,000 each were split into 113,280,000 Equity

Shares of the face value of `10 each.

*For further details on Equity Shares issued for consideration other than cash, please refer to the table below.

# Note: RoC filings pertaining to allotment dated June 17, 1988 is not traceable. Refer to the “Risk Factors – One of our

records relating to a form filed with the RoC is not traceable” on page 33.

2. Preference Share Capital history of our Company

The following is the history of the preference share capital of our Company:

Date of

allotment

Number of

preference

shares

allotted/redee

med

Face

value

(`)

Issue price /

Conversion

price

(`)

Nature of

consideration Details

April 27, 1995 1,191,420 1,000 1,000 Cash Allotment of 7% non

cumulative preference shares

to our Promoter September 5,

2009

(400,000) 1,000 1,000

Cash Redemption of 7% non


at par

December 30, (200,000) 1,000 1,000 Cash Redemption of 7% non

69

Date of

allotment

Number of

preference

shares

allotted/redee

med

Face

value

(`)

Issue price /

Conversion

price

(`)

Nature of

consideration Details

2011 cumulative preference shares

at par March 23,

2012

(200,000) 1,000 1,000 Cash Redemption of 7% non


at par March 23,

2013

(391,420) 1,000 1,000 Cash Redemption of 7% non


at par

3. Except as stated below, our Company has not issued any Equity Shares for consideration other than cash:

Date of

allotment/date

when fully

paid up

No. of

Equity

Shares

Face

Value

(`)

Type of

allotment

Persons to whom

the Equity Shares

were issued

Reason for

allotment/Benefits to our

Company

March 19,

1974

54,943 1,000 Issuance of Equity

Shares for

consideration

other than cash

Promoter These Equity Shares were

allotted to our Promoter

towards the provisional

valuation of assets taken

over by our Company from

the erstwhile Cochin

shipyard project of GoI. June 25, 1974 52 1,000 Issuance of Equity

Shares for

consideration

other than cash

Promoter These Equity Shares were

allotted to our Promoter

towards the final valuation

of assets taken over by our

Company from the

erstwhile Cochin shipyard

project of GoI.

4. Our Company has not allotted any shares in terms of any scheme approved under sections 391-394 of the

Companies Act, 1956.

5. Our Company has not issued any Equity Shares out of its revaluation reserves.

6. Our Company has not made any issue of specified securities at a price that may be lower than the Issue Price

during the preceding one year from the date of this Draft Red Herring Prospectus.

7. Our Company presently does not have any intention or proposal to alter the capital structure for a period of

six months from the date of opening of the Issue, by way of split / consolidation of the denomination of Equity

Shares or further issue of Equity Shares (including issue of securities convertible into exchangeable, directly

or indirectly, for the Equity Shares) whether by way of preferential issue or bonus or right issue or further

public issue of Equity Shares or qualified institutions placement or otherwise.

8. Build-up of Promoter’s shareholding and Lock-in:

As on date of this Draft Red Herring Prospectus, our Promoter holds 113,279,700 Equity Shares, equivalent

to approximately 100% of the issued, subscribed and paid-up Equity Share capital of our Company.

(a) Details of the build-up of our Promoter’s shareholding in our Company:

Date of

allotment/date

when fully

paid up

Number of

Equity

Shares

Face

Value

(`)

Issue

price

per

Equity

Share

(`)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of

allotment

Cumulative

number of

Equity

Shares

Percentage

of total pre-

Issue paid-

up capital

Percentage

of total

post-Issue

paid-up

capital

March 27,

1973

90,010 1,000 1,000 Cash Allotment to

our Promoter

90,010 7.95 [●]

December 12, 1 1,000 1,000 Cash Transfer to 90,011 0.00 [●]

70

Date of

allotment/date

when fully

paid up

Number of

Equity

Shares

Face

Value

(`)

Issue

price

per

Equity

Share

(`)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of

allotment

Cumulative

number of

Equity

Shares

Percentage

of total pre-

Issue paid-

up capital

Percentage

of total

post-Issue

paid-up

capital

1973 President of

India by

nominees of

Promoter

March 19,

1974

54,943 1,000 - Consideration

other than

cash

Allotment to

our Promoter

144,954 4.85 [●]

March 19,

1974


our Promoter

214,954 6.18 [●]

June 25, 1974 10,000 1,000 1,000 Cash Allotment to

our Promoter

224,954 0.88 [●]

June 25, 1974 52 1,000 - Consideration

other than

cash

Allotment to

our Promoter

225,006 0.00 [●]

December 7,

1977


our Promoter

526,047 26.57 [●]

February 11,

1980


our Promoter

541,047 1.32 [●]

August 28,

1981


our Promoter

546,047 0.44 [●]

March 15,

1982


our Promoter

620,247 6.55 [●]

August 25,

1984


our Promoter

627,247 0.62 [●]

March 30,

1985


our Promoter

629,597 0.21 [●]

March 21,

1986


our Promoter

632,097 0.22 [●]

February 21,

1987


our Promoter

634,597 0.22 [●]


our Promoter

639,597 0.44 [●]

November 02,

1987


our Promoter

644,597 0.44 [●]

March 2,

1988


our Promoter

664,597 1.77 [●]


our Promoter

683,297 1.65 [●]

February 23,

1989


our Promoter

703,297 1.77 [●]


our Promoter

712,097 0.78 [●]

December 19,

1989


our Promoter

732,097 1.77 [●]

March 23,

1990


our Promoter

743,597 1.02 [●]


our Promoter

772,897 2.59 [●]

April 29,

1993


our Promoter

797,897 2.21 [●]

March 18,

1994


our Promoter

820,397 1.99 [●]

April 4, 1996 15,000 1,000 1,000 Cash Allotment to

our Promoter

835,397 1.32 [●]

April 27,

1996


our Promoter

867,897 2.87 [●]

July 25, 1996 25,000 1,000 1,000 Cash Allotment to

our Promoter

892,897 2.21 [●]

December 16,

1996


our Promoter

921,047 2.48 [●]

71

Date of

allotment/date

when fully

paid up

Number of

Equity

Shares

Face

Value

(`)

Issue

price

per

Equity

Share

(`)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of

allotment

Cumulative

number of

Equity

Shares

Percentage

of total pre-

Issue paid-

up capital

Percentage

of total

post-Issue

paid-up

capital


our Promoter

937,897 1.49 [●]

November 28,

1997


our Promoter

962,647 2.18 [●]

May 29, 1998 22,650 1,000 1,000 Cash Allotment to

our Promoter

985,297 2.00 [●]


our Promoter

1,037,797 4.63 [●]

December 23,

1999


our Promoter

1,050,897 1.16 [●]

March 27,

2000


our Promoter

1,056,797 0.52 [●]

March 27,

2000


our Promoter

1,062,797 0.53 [●]

September

22, 2000


our Promoter

1,068,447 0.50 [●]

March 28,

2001


our Promoter

1,079,947 1.02 [●]


our Promoter

1,112,797 2.90 [●]

August 16,

2002


our Promoter

1,132,797 1.77 [●]

With effect from March 17, 2009, 1,132,797 equity shares of face value of `1,000 each held by our promoter were split into

113,279,700 Equity Shares of the face value of `10 each.

Total 113,279,700 10 - - - 113,279,700 100 [●]

(b) Details of Promoter’s contribution locked in for three years:

As per regulation 32(1)(a) and 36 of the SEBI ICDR Regulations, an aggregate of 20% of the post- Issue

equity share capital of our Company held by our Promoter shall be considered as promoter’s contribution and

locked in for a period of three years from the date of Allotment (“Promoter’s Contribution”) and our

Promoters’ holding in excess of 20% shall be locked in for a period of one year.

The MoS, pursuant to its letter bearing file number SY-12021/1/2007-CSL Vol.V dated December 6, 2016,

granted consent to include upto 27,187,200 Equity Shares held by them as Promoter’s Contribution and have

agreed not to sell or transfer, charge or pledge or otherwise encumber in any manner, the Promoter’s

Contribution from the date of filing of this Draft Red Herring Prospectus until the commencement of the lock-

in period specified above.

The MoS has confirmed to our Company and the BRLMs that the acquisition of Equity Shares (constituting

the 20% of the fully diluted post-Issue equity share capital of our Company) has been financed from the

consolidated fund of India and no loans or financial assistance from any bank or financial institution has been

availed for such purpose.

Details of Promoter’s shareholding that is eligible for Promoter’s contribution is as provided below:

Date of allotment/

transfer or when

the Equity Shares

were made fully

paid up

No. of

Equity

Shares

locked -

in

Face

value

(`)

Issue/

Acquisition

price per

Equity Share

(`)

% of

post-

Issue

Capital

Consideration Nature of

Transaction

August 16, 2002 2,000,000* 10* 1,000 1.47 Cash Allotment to our

Promoter June 25, 2001 3,285,000* 10* 1,000 2.42 Cash Allotment to our

Promoter March 28, 2001 1,150,000* 10* 1,000 0.85 Cash Allotment to our

Promoter September 22, 2000 565,000* 10* 1,000 0.42 Cash Allotment to our

Promoter March 27, 2000 600,000* 10* 1,000 0.44 Cash Allotment to our

Promoter

72

Date of allotment/

transfer or when

the Equity Shares

were made fully

paid up

No. of

Equity

Shares

locked -

in

Face

value

(`)

Issue/

Acquisition

price per

Equity Share

(`)

% of

post-

Issue

Capital

Consideration Nature of

Transaction

March 27, 2000 590,000* 10* 1,000 0.43 Cash Allotment to our

Promoter December 23, 1999 1,310,000* 10* 1,000 0.96 Cash Allotment to our


Promoter May 29, 1998 2,265,000* 10* 1,000 1.67 Cash Allotment to our

Promoter November 28, 1997 2,475,000* 10* 1,000 1.82 Cash Allotment to our


Promoter December 16, 1996 2,815,000* 10* 1,000 2.07 Cash Allotment to our

Promoter July 25, 1996 2,500,000* 10* 1,000 1.84 Cash Allotment to our

Promoter April 4, 1996 697,200* 10* 1,000 0.51 Cash Allotment to our

Promoter Total 27,187,200 20.00%

*With effect from March 17, 2009, each Equity Share of face value of `1000 was split into 100 Equity Shares

of `10 each.

Note: Details of Equity Shares to be locked-in will be included in the Prospectus to be filed with the RoC.

All Equity Shares, which are considered for the purposes of the Promoter’s Contribution, are eligible as per

the SEBI ICDR Regulations.

The minimum Promoter’s contribution has been brought in to the extent of not less than the specified

minimum lot and from the ‘Promoter’ as required under the SEBI ICDR Regulations. All Equity Shares

offered as minimum Promoters’ contribution were fully paid up at the time of their issue.

The Equity Shares that are being locked-in are not ineligible for computation of Promoter’s Contribution

under Regulation 33 of the SEBI ICDR Regulations. In this connection, we confirm the following:

(i) The Equity Shares offered for Promoter's Contribution are not acquired in the last three years from the

date of this Draft Red Herring Prospectus: (a) for consideration other than cash and revaluation of assets

or capitalization of intangible assets or (b) arising from bonus issue by utilization of revaluation reserves

or unrealised profits of our Company or from a bonus issue against Equity Shares which are otherwise

ineligible for computation of Promoter’s contribution;

(ii) The equity shares offered for Promoter’s Contribution does not include any equity shares acquired during

the preceding one year at a price lower than the price at which equity shares are being offered to the

public in the Issue;

(iii) The equity shares offered for Promoter's Contribution have not been formed by the conversion of

partnership firm into a company;

(iv) The equity shares offered for Promoter's Contribution are not subject to any pledge; and

(v) The equity shares offered for Promoter’s Contribution does not consist of equity shares for which specific

written consent has not been obtained from our Promoter for inclusion of its subscription in the minimum

Promoter’s Contribution subject to lock-in.

The Equity Shares held by our Promoter and nominees shall be dematerialised prior to registering the Red

Herring Prospectus with RoC.

(c) Details of other equity share capital locked-in for one year:

In terms of regulation 37 of SEBI ICDR Regulations and in addition to the above Equity Shares (forming part

of the Promoter’s Contribution) that are locked-in for three years, the entire pre-Issue share capital of our

Company excluding the Equity Shares sold in the Offer for Sale, will be locked-in for a period of one year

from the date of Allotment in this Issue, excluding the Equity Shares that are Allotted pursuant to the Issue.

73

(d) Other requirements in respect of lock-in:

In terms of regulation 39 of SEBI ICDR Regulations, Equity Shares held by our Promoter which are locked

in for a period of one year may be pledged only with scheduled commercial banks or PFIs as collateral security

for loans granted by such banks or financial institutions, provided that the (i) pledge of the Equity Shares is

one of the terms of the sanction of the loan; and (ii) if the Equity Shares are locked-in as Promoter’s

contribution for three years under regulation 36(a) of the SEBI ICDR Regulations, then in addition to the

requirement in (i) above, such shares may be pledged only if the loan has been granted by the scheduled

commercial bank or public financial institution for the purpose of financing one or more of the objects of the

Issue.

The Equity Shares held by our Promoter may be transferred to new promoters or persons in control of our

Company, subject to continuation of the lock-in in the hands of the transferees for the remaining period and

compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

74

9. Shareholding Pattern of our Company as on the date of this Draft Red Herring Prospectus

Pursuant to regulation 31 of the SEBI Listing Regulations, the holding of specified securities are divided into the following three categories:

(a) Promoter and Promoter Group;

(b) Public; and

(c) Non Promoter - Non Public.

Summary statement holding of Equity Shareholders as on date of this Draft Red Herring Prospectus

Category

(I)

Category of

shareholder

(II)

Nos. of

shareholders

(III)

No. of fully

paid up Equity

Shares held

(IV)

No. of

Partly

paid-

up

Equity

Shares

held

(V)

No. of

shares

underlying

Depository

Receipts

(VI)

Total nos.

shares held

(VII) =

(IV)+(V)+ (VI)

Shareholding

as a % of

total no. of

shares

(calculated

as per

SCRR, 1957)

(VIII) As a

% of

(A+B+C2)

Number of Voting Rights held

in each class of securities (IX)

No. of

Shares

Underlying

Outstanding

convertible

securities

(including

Warrants)

(X)

Shareholding,

as a %

assuming full

conversion of

convertible

securities ( as

a percentage

of diluted

share capital)

(XI)=

(VII)+(X)

As a % of

(A+B+C2)

Number of

Locked in

shares

(XII)

Number of

Shares

pledged or

otherwise

encumbered

(XIII)

Number of

Equity Shares

held in

dematerialised

form

(XIV)

No of Voting

Rights

Total as a

% of

(A+B+C)

No.

(a)

As a

% of

total

Shares

held

(b)

No.

(a)

As a

% of

total

Shares

held

(b)

Class – Equity

Shares

(A) Promoter

and

Promoter

Group

7* 113,280,000 - - 113,280,000 100.00% 113,280,000 100.00% - 100.00% - - -

(B) Public* - - - - - - - - - - - - -

(C) Non

Promoter-

Non

Public

- - - - - - - - - - - - -

(C1) Shares

underlying

DRs

- - - - - - - - - - - - -

(C2) Shares

held by

Employee

Trusts

- - - - - - -

- - - - - -

(C3) Shares

underlying

ESOP’s

- - - - - - - - - - - - -

Total 7 113,280,000 - - 113,280,000 100.00% 113,280,000 100.00% - 100.00% - - -

* As on date of filing of Draft Red Herring Prospectus, there are five directors of our Company holding total of 290 equity shares as nominee of the President of India and

10 equity shares are held by Mr. Pradeep Kumar Roy as a nominee of the President of India.

75

10. 824,000 Equity Shares have been reserved for allocation to Eligible Employees on a proportionate basis,

subject to valid Bids being received at the Issue Price and subject to the maximum Bid Amount by each

Eligible Employee not exceeding `500,000 on a net basis. However, the initial Allotment to an Eligible

Employee in the Employee Reservation Portion shall not exceed `200,000 (which will be less Employee

Discount). Only in the event of an under-subscription in the Employee Reservation Portion post the initial

allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding

in the Employee Reservation Portion, for a value in excess of `200,000, subject to the total Allotment to an

Eligible Employee not exceeding `500,000 (which will be less Employee Discount). Only Eligible

Employees are eligible to apply in this Issue under the Employee Reservation Portion. Bids by Eligible

Employees bidding under the Employee Reservation Portion may also be made in the Net Issue and such

Bids will not be treated as multiple Bids. If the aggregate demand in the Employee Reservation Portion is

greater than 824,000 Equity Shares at the Issue Price, allocation will be made on a proportionate basis.

11. Any unsubscribed portion in Employee Reservation category shall be added to the Net Issue. Under

subscription, if any, in Non-Institutional Bidders and Retail Individual Investors, would be met with spill over

from any other categories or combination of categories at the discretion of our Company and the Selling

Shareholder in consultation with the Book Running Lead Managers and the Designated Stock Exchange.

However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from

other categories or a combination of categories. Any inter-se spill over, if any, would be effected in

accordance with applicable laws, rules, regulations and guidelines. In the event of under-subscription in the

Net Issue (except the QIB Portion), spill-over to the extent of under-subscription shall be permitted from the

Employee Reservation Portion to the Net Issue.

12. The list of top 10 shareholders of our Company and the number of Equity Shares held by them is as under:

(a) Top 10 shareholders as on the date of this Draft Red Herring Prospectus:

Name of the Shareholders Number of Equity Shares % of pre-Issue Share

Capital

President of India 113,279,700 99.99% Mr. Barun Mitra# 100 Negligible Mr. Madhu S. Nair # 100 Negligible Mr. D. Paul Ranjan# 70 Negligible Mr. Sunny Thomas# 10 Negligible Mr. Suresh Babu N. V# 10 Negligible Mr. Pradeep Kumar Roy# 10 Negligible

#As a nominee of our Promoter.

(b) Top 10 shareholders as on 10 days before this Draft Red Herring Prospectus:


Capital

President of India 113,279,700 99.99% Mr. Barun Mitra# 100 Negligible Mr. Madhu S. Nair # 100 Negligible Mr. D. Paul Ranjan# 70 Negligible Mr. Sunny Thomas# 10 Negligible Mr. Suresh Babu N. V# 10 Negligible Mr. Pradeep Kumar Roy# 10 Negligible


(c) Top 10 shareholders as on two years before the date of filing of this Draft Red Herring Prospectus


Capital

President of India 113,279,700 99.99% Mr. M.C. Jauhari# 100 Negligible Cmde K Subramaniam# 100 Negligible Mr. D. Paul Ranjan# 100 Negligible


76

13. Neither our Promoter nor our Directors and their immediate relatives have purchased or sold any Equity

Shares during the period of six months immediately preceding the date of filing of this Draft Red Herring

Prospectus.

14. Our Directors Mr. Madhu S. Nair, Mr. D. Paul Rajan, Mr. Barun Mitra, Mr. Sunny Thomas and Mr. Suresh

Babu N.V hold Equity Shares on our Company as a nominee of the President of India. None of our Directors

hold Equity Shares of our Company in their individual capacities. None of our KMPs hold Equity Shares in

our Company in their individual capacities.

15. The total number of holders of the Equity Shares as on the date of this Draft Red Herring Prospectus is seven

consisting of the President of India and its nominees.

16. Our Promoter, our Company, our Directors and the BRLMs have not entered into any buyback or standby

arrangements or any other similar arrangement for purchase of Equity Shares from any person, being offered

in this Issue. Further, the BRLMs have not entered into any buy-back, safety net and/or standby arrangements

for purchase of Equity Shares from any person.

17. As on the date of this Draft Red Herring Prospectus, the BRLMs and/or their associates do not hold any

Equity Shares.

18. There will be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company

shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.

19. There will be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights

issue or in any other manner during the period commencing from submission of this Draft Red Herring

Prospectus with the SEBI until the Equity Shares have been listed on the Stock Exchanges.

20. There has been no financing arrangement by which the Directors of our Company and their relatives have

financed the purchase by any other person of securities of our Company other than in the normal course of

business of the financing entity during the period of six months immediately preceding the date of filing of

this Draft Red Herring Prospectus with the SEBI.

21. None of our Equity Shares are subject to any pledge.

22. The Equity Shares, including the Equity Shares being offered in the Offer for Sale, are fully paid-up and there

are no partly paid-up Equity Shares.

23. Our Company does not currently have any employee stock option scheme / employee stock purchase scheme

for our employees.

24. The Issue is being made for at least 10% of the post Issue paid-up capital pursuant to Rule 19(2)(b)(iii) of

SCRR read with Regulation 41(1) of the SEBI ICDR Regulations. Our Company is eligible for the Issue in

accordance with Regulation 26(1) of the SEBI ICDR Regulations. Further, the Issue is being made through

the Book Building Process where in 50% of the Net Issue shall be available for allocation to QIBs on a

proportionate basis. 5% of the QIB Portion shall be available on a proportionate basis only to Mutual Funds,

and the remainder of the QIB Portion shall be available for allocation to all QIBs including Mutual Funds,

subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue

will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of

the Net Issue will be available for allocation to Retail Individual Investors, subject to valid Bids being

received at or above the Issue Price. The allotment of Equity Shares to each Retail Individual Investor shall

not be less than minimum Bid Lot, subject to availability of Equity Shares in Retail Portion, and the remaining

available Equity Shares, if any, shall be allotted on proportionate basis.

25. Our Company has not made any public issue of its Equity Shares or rights issue of any kind or class of

securities since its incorporation.

26. No person connected with the Issue, including, but not limited to, the BRLMs, the members of the Syndicate,

our Company, the Selling Shareholder, our Directors and our KMPs, shall offer any incentive, whether direct

or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid.

27. There are no outstanding convertible securities or any other right which would entitle any person any option

to receive Equity Shares after the Issue.

28. An oversubscription to the extent of 10% of the Net Issue can be retained for the purposes of rounding off to

the nearer multiple of minimum allotment lot.

77

29. Our Company shall ensure that transactions in the Equity Shares by our Promoter between the date of

registering the Red Herring Prospectus with the RoC and the Bid/Issue Closing Date, if any, shall be reported

to the Stock Exchanges within 24 hours of such transaction.

30. Except to the extent of tendering Equity Shares in the Issue as the Selling Shareholder, our Promoter will not

participate in the Issue.

31. No payment, direct or indirect in the nature of discount, commission and allowance or otherwise shall be

made either by us or our Promoter to the persons who are Allotted Equity Shares.

78

OBJECTS OF THE ISSUE

The Issue comprises of a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholder.

The Offer for Sale

The proceeds of the Offer for Sale shall be received by the Selling Shareholder. Our Company will not receive

any proceeds from the Offer for Sale.

The Fresh Issue

Our Company proposes to utilise the Net Proceeds towards funding of the following objects:

1. Setting up of a new dry dock within the existing premises of our Company (“Dry Dock”);

2. Setting up of an international ship repair facility at Cochin Port Trust area (“ISRF”); and

3. General corporate purposes.

In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges

and enhancement of our Company’s brand name and creation of a public market for our Equity Shares in India.

The main objects and objects incidental and ancillary to the main objects set out in the Memorandum of

Association enable our Company to undertake its existing business activities and the activities for which funds

are being raised by our Company through the Fresh Issue.

Proceeds of the Fresh Issue

The details of the proceeds of the Fresh Issue are summarized in the table below.

Particulars Estimated Amount* (in `

million)

Gross Proceeds of the Fresh Issue [●]

Less: Issue Expenses in relation to the Fresh Issue [●]

Net proceeds of the Fresh Issue (“Net Proceeds”) [●]

*To be finalized upon determination of the Issue Price.

Requirement of Funds and Utilisation of Net Proceeds

Our fund requirements and deployment of the Net Proceeds mentioned below are based on our internal

management estimates, our Company’s current business plan and the detailed project reports of the Dry Dock and

ISRF by HaskoningDHV India Private Limited and a consortium of Inros Lackner SE and Tata Consulting

Engineers Limited respectively. The aforesaid internal management estimates and our Company’s current

business plan are based on current conditions and are subject to revisions in light of changes in external

circumstances or costs, or our financial condition, business or strategy. For further details of factors that may

affect these estimates, see “Risk Factors” on page 17.

The Net Proceeds are proposed to be used in accordance with the details provided in the following table:

Particulars Amount (in ` million)

Setting up of Dry Dock 4,430.00

Setting up of ISRF 2,295.00

General corporate purposes* [●]

Total [●]

* To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.

The amount shall not exceed 25.00% of the gross proceeds of the Fresh Issue.

Schedule of implementation and deployment of the Net Proceeds

The Schedule of estimated utilisation and the schedule of implementation in relation to the Dry Dock and the

ISRF will be disclosed in the RHP, as permitted vide the SEBI Letter bearing reference CFD/DIL-

1/BNS/SD/329/1/2016 dated December 6, 2016.

Means of Finance

The total estimated cost for setting up of Dry Dock and ISRF is ` 27,684.01 million. Out of this, we intend to

utilize ` 6,725 million from the Net Proceeds. The remaining cost of setting up of Dry Dock and ISRF, other than

amounts deployed as on January 31, 2017, is to be financed through existing internal accrual of our Company and

through debt/firm arrangements of finance through verifiable means.

79

Details of estimated means of finance for setting up of Dry Dock and ISRF is set forth below.

(in ` million)

Particulars Amount

A Total estimated cost of setting up Dry Dock and ISRF 27,684.01

B Amounts already deployed as on January 31, 2017 towards setting up of Dry

Dock and ISRF

B1. Amount already deployed as on January 31, 2017 towards setting up of

Dry Dock^

107.85

B2. Amount already deployed as on January 31, 2017 towards setting up of

ISRF$

57.95

C Amount proposed to be financed from the Net Proceeds 6,725.00

D Funds required excluding funding through Net Proceeds and amount already

deployed [ D=A- (B+C)]

20,793.21

E 75% of the funds required excluding the Net Proceeds and identifiable

internal accruals

15,594.91

Firm arrangement for over 75% of the funds required excluding the Net

Proceeds and identifiable internal accruals

(a) Sanction of credit facilities/term loan from State Bank of India for

Dry Dock

4,190.00

(b) Sanction of credit facilities/term loan from State Bank of India for

ISRF

4,420.00

F Funds from the existing identifiable internal accruals 12,183.21

G Cash and Bank Balances as on January 31, 2017** 21,191.54

^In accordance with the certificate of Krishnamoorthy & Krishnamoorthy, Chartered Accountants, Statutory

Auditors, dated March 23, 2017, as of January 31, 2017, our Company has deployed ` 107.85 million towards

setting up of Dry Dock.

$In accordance with the certificate of Krishnamoorthy & Krishnamoorthy, Chartered Accountants, Statutory

Auditors, dated March 23, 2017, as of January 31, 2017, our Company has deployed ` 57.95 million towards

setting up of ISRF.

**In accordance with the certificate of Krishnamoorthy & Krishnamoorthy, Statutory Auditors, dated March 23,

2017, the total cash and bank balances of our Company as on January 31, 2017 was ` 21,191.54 million.

Except as disclosed above, the entire requirements of the objects detailed above are intended to be funded from

the Net Proceeds. In view of above, we confirm that, with respect to the objects, our Company has made firm

arrangement of finance through verifiable means towards 75% of the stated means of finance, excluding the

amount proposed to be raised through the Issue and existing identified internal accruals. While we have available

debt financing for 75% of the funds required excluding the Net Proceeds, the expenditure already incurred and

existing identified internal accruals we may, at the discretion of the management, utilize our future internal

accruals in order to reduce our financing costs.

Details of the utilisation of Net Proceeds of the Fresh Issue

The details of utilisation of the Net Proceeds of the Fresh Issue are set forth herein below:

A. Setting up of Dry Dock

Our Company proposes to set up a Dry Dock, to augment its shipbuilding/ ship repair capacity essentially required

to tap the market potential of building specialized and technologically advanced large vessels such as Liquefied

Natural Gas (“LNG”) vessels, indigenous aircraft carriers of higher capacity, jack up rigs, drill ships, large

dredgers and repairing of offshore platforms and larger vessels. The Dry Dock shall be located at the northern end

of the existing site premises of our Company and accordingly there will be no additional cost, in relation to

lease/purchase of land, for setting up the new Dry Dock. For further details of our property, see “Our Business”

on page 114.

HaskoningDHV India Private Limited (“Dry Dock Project Consultant”) has prepared a detailed project report

dated October 5, 2016 (“DD DPR”) for setting up of a new dry dock within our Company’s premises.

The Dry Dock is proposed to be a stepped dock with a minimum clear length of 310 metre, width of 75 metre at

80

the wider part, and width of 60 metre at the narrower part. The dock depth would be 13 metre with a draught of

up to 9.5 metre. This stepped dock is proposed to be used for enabling longer vessels to fill the length of the Dry

Dock and wider, shorter vessels and maritime equipment such as rigs to be constructed or repaired at the wider

part of the Dry Dock.

The cost of development of the Dry Dock was estimated by the Dry Dock Project Consultant to be US$ 265.23

million. (`17,989.91 million, based on a conversion rate of `67.83 for one US$, as on February 6, 2016). This

estimate includes the civil, mechanical, electrical, allied services and equipment associated with the Dry Dock.

The breakdown of the cost estimate as on February 2016 is as follows:

Sr. No. Specification Cost Estimate (in US$ million)

1 Civil and structural works 135.00

2 Mechanical and electrical works 32.73

3 Other dock equipment 55.20

4 Equipment outside of main contract 4.03

5 Additional goliath crane (optional) 25.60

6 Dry Dock Project Consultant fees 5.80

7 Contingency at 3% 6.87

Total 265.23

The estimate is accurate within +/- 25.00% at DD DPR stage and includes contingency value for unforeseen items

or items of risk. The estimate excludes buildings that are not included within the scope of the Dry Dock Project

Consultant. The Dry Dock Project Consultant has assumed that there shall be no further cost in relation to any

ground improvement or piling with reference to the civil and structural work other than the dry dock area and

grand assembly area. Furthermore, the additional goliath gantry crane is optional and its cost is based on the

budget cost that is provided by a European supplier and a Korean supplier. Moreover, taxes are included in the

above stated estimates within +/-25.00% accuracy.

For details of the government and other approvals in relation to setting up of the Dry Dock, see “Government and

Other Approvals” on page 271. Further, the DD DPR mentions certain risks applicable to our Company in relation

to setting up of the Dry Dock. For further details on certain risks disclosed in the DD DPR, see “Risk Factors –

We cannot assure you that our proposed Dry Dock or International Ship Repair Facility will become operational

as scheduled, or at all, or operate as efficiently as planned. If we are unable to commission our new proposed dry

dock or the new ship repair facility in a timely manner or without cost overruns, our business, results of operations

and financial condition may be adversely affected.”, “Risk Factors – The cost estimates by the Dry Dock Project

Consultant and the ISRF Project Consultant have been derived from and benchmarked against similar maritime

and dry dock/shipyard projects carried out by the Dry Dock Project Consultant and the ISRF Project Consultant

respectively in recent years and may not be accurate.” and “Risk Factors – The environmental clearance for our

new Dry Dock is subject to the final order in the matter of Goa Foundation vs Union of India and amongst others,

the prior clearance of the Standing Committee of the National Board for Wildlife.” on pages 18, 19 and 20,

respectively. Also refer to “Outstanding Litigations and Other Material Devlopments – Details of pending

litigation involving any other person whose outcome could have material adverse effect on the position of our

Company.” on page 269.

The detailed breakdown of the cost estimate, in the DD DPR, is as follows:

1. Civil and structural works

The detailed breakdown of the cost of civil and structural works, is as set forth below:

Sr. No. Particulars Amount (in US$

million)

1. Construction of dock floor, dock sill, dock walls, entrance works abutments

and piers

64.5

2. Pump house and substations 06.3

3. Excavation and filling 10.8

4. Crane tracks 26.0

5. Grand Assembly area and paved areas around the dock 09.7*

6. Cofferdam and temporary works 10.0

7. Entrance and intermediate gates 07.7

Total 135.0

81

* At present, it is assumed that areas around the dock (excluding the piled portion of the grand assembly area) shall be allowed to settle and

topped up as necessary such that currently no cost has been allowed for any ground improvement or piling.

The design of the Dry Dock is based on using traditional, well understood construction methods. A ground

investigation was carried out in November/December 2015 by EDC Geotechnical Consultants. The key areas of

construction include dock walls, dock floor, dock cope, crane beams, substations, grand assembly (piled and

ground bearing), general pavements, pump house, quay walls, piers, entrance and intermediate gates, buildings

and foundations for mechanical, electrical and control equipment, contaminated water treatment plant, temporary

works and crane erection. Furthermore, certain modifications shall be undertaken to connect the Dry Dock to the

existing shipyard infrastructure of our Company.

2. Mechanical and electrical works

The detailed breakdown of the cost of mechanical and electrical works, is as set forth below:


million)

1. Mechanical service distribution system 9.32

2. Control systems, local area network, closed circuit television, fire and

gas detection system as well as the public address system

2.40

3. Existing main intake substation 0.16

4. Equipment for substations adjacent dock 12.30

5. Area lighting 0.65

6. Distribution service units 1.65

7. Cabling 3.75

8. Down shop lead system, lightning, earthing 2.50

Total 32.73

The concept design proposes that the power source to the Dry Dock shall primarily be obtained from the existing

main receiving station, which is the main intake substation currently supplying power to the whole shipyard. The

mechanical systems and services include the provision of all equipment associated with the provision of welding

gases, compressed air and water facilities for various fabrication/ repair activities on the vessels in the Dry Dock,

various construction blocks in the general assembly area and other activities in the adjacent area.

It also covers the equipment for the dewatering operations associated with the dry dock, ballasting of the vessels

during re-floating, and the associated pumping equipment to maintain the working area.

3. Other dock equipment

The detailed breakdown of the cost of other dock equipment is as set forth below:


million)

1. Cranes 45.10*

2. Pumps 6.00**

3. Winches, capstans, fenders and bollards 2.50

4. Contaminated water treatment plant 1.60

Total 55.20 * Crane costs are based on budget costs provided by a European supplier and a Korean supplier, for 600t goliath crane, 2no. 75t@85m jib

cranes.

** Pump costs are based on the current understanding of pumping requirements and the use of 3no.dewatering pumps.

Our Company shall procure cranes separately. The erection of the cranes need to be carefully programmed by the

contractor and the crane supplier. The Dry Dock shall also have contaminated water treatment plant to remove

suspended solids like sand, grit and oil.

4. Equipment outside of main contract

Certain other equipment that shall be required for the successful functioning of the Dry Dock are firefighting tank

and equipment, industrial water tank and equipment, compressed air equipment, electrical distribution system for

compressed air equipment and acetylene storage system.

The Dry Dock Project Consultant envisaged that construction can be completed within the minimum period of 30

months if the contractor carries out work in an intensified manner, uses modern materials and equipment and

82

carries out shift work to increase the time to task. The critical part of the construction phase is the main dock wall

construction, temporary entrance cofferdam and the excavation of the dock, piling work, underground substations

and pump room. It is to be noted that these constructions are also dependant on weather and the contractor will be

required to use regular and efficient methods for transporting the excavated material off-site, after which the

construction of pump house including the fitting of mechanical, electrical and control systems shall follow.

B. Setting up of ISRF

A consortium of Inros Lackner SE and Tata Consulting Engineers Limited (“ISRF Project Consultant”) has

prepared a detailed project report dated May 21, 2015 (“ISRF DPR”) for setting up of ISRF.

The ISRF project shall be established on 16.90 hectare of land and about 15.6 hectare of water area. Our Company

has leased 8.12 hectare of land and 15 hectare or thereabout of adjoining water body from Cochin Port Trust vide

the lease deed dated April 12, 2013 for a period of 30 years. For further details of the lease and certain risks in

relation to the lease, see “Our Business” and “Risk Factors” on page 114 and 17 respectively.

The ISRF envisages the construction of a ship lift for vessels, a transfer system, six work stations, approximately

eight afloat berths (depending on the availability and size of vessels for repair), jetties, administrative buildings

and allied facilities and upgradation of the existing workshops. The envisaged ship lift would be designed for

vessels up to a length of 130 metre with a lifting capacity of 6,000 tonnes. The cost of development of the ISRF,

including the main technological equipment required for shipyard repair process, was estimated by the ISRF

Project Consultant to be ` 9,694.1 million. The estimated capital construction costs are based on the price that is

applicable to the date of submission of the ISRF DPR on May 21, 2015 along with a price escalation which is

considered up to December 2016.

The ISRF DPR estimated the capital cost in relation to the construction of ship lift, seaside, landside, mechanical

and electrical work and technological equipment for the ISRF in the premises of Willingdon Island, Cochin Port

Trust, Kochi. The breakdown of the capital cost estimate, in the ISRF DPR, is as follows:

Sr. No. Specification Total cost excluding

taxes (in ` million)

1. Sea Side Works 2,769.5

2. Land Side Works 3,229.2

3. Mechanical Works 210.6

4. Electrical Works 226.5

5. Technological Equipment and Ship Lift 2,740.8

Sub total 9,176.7

Contingencies at 3% 275.3

ISRF Project Consultant fees 242.1

Grand Total 9,694.1

However, the capital cost calculation excludes the fees for disposal of contaminated soil, maintenance dredging,

dredging work in front of UTL berth, aids to navigation, traffic signage, contingencies for unforeseeable costs and

risks except for the construction works, (for instance, change / upgradation in technique) insurances except the

ones from the contractors/suppliers, price escalation / inflation after March 2017, administrative and marketing

costs for our Company, purchase/lease of the land upon which the ISRF is built, permits and legal costs, taxes,

involving the construction of other facilities which are not listed in the ISRF DPR, financing and commissioning

the ISRF (prior to commercial operation), supply, e. g. electricity, gas, water, costs for training, and furniture and

personal portable tools. The ISRF DPR also does not include the labour costs and supplies for running and

maintaining ISRF.

Our Company has received certain government approvals in relation to the setting up of ISRF. For further details

of approvals, see “Government and Other Approvals” on page 271.

Further, the ISRF DPR mentions certain risks applicable to our Company, in relation to the setting up of ISRF.

For further details on certain risks in ISRF, see “Risk Factors – We cannot assure you that our proposed Dry Dock

or International Ship Repair Facility will become operational as scheduled, or at all, or operate as efficiently as

planned. If we are unable to commission our new proposed dry dock or the new ship repair facility in a timely

manner or without cost overruns, our business, results of operations and financial condition may be adversely

affected.” and “Risk Factors – The cost estimates by the Dry Dock Project Consultant and the ISRF Project

Consultant have been derived from and benchmarked against similar maritime and dry dock/shipyard projects

carried out by the Dry Dock Project Consultant and the ISRF Project Consultant respectively in recent years and

may not be accurate.” on pages 18 and 19, respectively.

83

The detailed breakdown of the capital cost estimate in the ISRF DPR, is as follows:

1. Seaside works

The detailed breakdown of the cost is as set forth below:

Sr. No. Particulars Amount (in ` million)

1. Dismantling of seaside structures 13.7

2. Dredging work 236.3

3. Piling work 1,368.9

4. Concrete work 811.6

5. Siltation mitigation 339

Total 2,769.5

The seaside of the proposed ISRF lies in the Mattancherry channel. This is a shallow channel and the natural water

depth is not sufficient for the ship lift and allied facilities. Therefore, the channel, access area, ship lift area and

afloat berths area shall have to be deepened along with periodic de-siltation under the ship lift platform and

maintenance dredging in the remaining area. Furthermore, the existing dolphin as well as the existing jetty are

close to the entrance of the ship lift. To construct a functional ISRF, these structures will have to be demolished

and removed along with the navigation aid equipment and slip ways on the landsides. The earth work required for

plot development or gradation will have to be optimised and the workstation area will have to be levelled to

support the concrete deck while casting.

2. Landside works



1. Refurbishment of existing facilities 125

2. Compound wall 14.8

3. Land development 25

4. Workshops and Sheds 120

5. Open yards 1

6. Tanks 153.6

7. Operational building 75.7

8. Workstation area piling work 1,316.3

9. Work station area deck slab 1,096.3

10. Utility trenches 56.8

11. Dismantling of landside structures 21.8

12. ETP/STP 102.2

13. Roads and parking 68

14. Storm water drainage, domestic sewer line, effluent line 52.7

Total 3,229.2

The envisaged site for the ISRF has several existing workshops that were built in the year 1938. Some old

buildings will have to be demolished, some will have to be upgraded and occupied for different use and some new

buildings will have to be constructed. Furthermore, the existing facility and the proposed ISRF will have to be

integrated to avoid duplication of facilities and to keep existing facility in vogue. The existing facilities like water

supply and drainage will be connected with the new one or maintained separately to ease the operation.

Further, for assuring optimal vessel turnaround, avoiding any vessel queuing time, repair operations construction

of adequate number and sizes of berths, suitable material handling equipment and ship lift and transfer systems

from berth to repair area and vice versa shall be carried out in the ISRF.

3. Mechanical works



1. Compressed air system 33.6

2. EOT crane 19.1

84


3. Ventilation system 5.1

4. Air conditioning system 13.6

5. Gases storage and transfer system 50.9

6. Fire protection system 43.7

7. Water storage and transfer system 1

8. Utility piping distribution network for process water, potable water 32.6

9. Set and accessories 11

Total 210.6

The estimation for the mechanical and electrical equipment has been done by the ISRF Project Consultant on the

basis of confirmation of media consumption list received from our Company at various stages. There are various

mechanical utility systems which are required for workstations, as well as for repair shops. For instance, systems

like compressed air system, gases system, fire protection system, cranes, HVAC and water systems will have to

be built for the smooth functioning of the ISRF.

4. Electrical works



1. High tension panels, cables and transformers 32.0

2. Low tension panels and cables 61.3

3. Static frequency converter 6.2

4. Battery chargers, battery charger distribution boards and static

uninterrupted power supply

7.9

5. Indoor and outdoor lighting 21.5

6. Earthing System 4.5

7. Supervisory control and data acquisition system and networking 7.1

8. Fire detection and alarm system and telephone and networking 21.5

9. Others 22.5

10. 10% miscellaneous 16.0

11. 15% installation 26.0

Total 226.5

The estimated maximum demand of power for the existing dry dock and the proposed ISRF is 4,849kVA. To cater

to this power requirement, several electrical facilities such as 11kV receiving yard, 11kV indoor switchgear, 11kV

HV cabling system, LV cabling system, distribution transformer, LT panels of 440V (60Hz), 415V (50Hz) and

380V (50Hz), 110V (50Hz) and 24V (50Hz), APFC panels, frequency converter, indoor and outdoor lighting

system, earthing and lightning protection system, static UPS system, DC system and FDAS system are required

to be installed.

5. Technological equipment and ship lift

The detailed breakdown of the cost, is as set forth below:


1. Various workshops proposed at ISRF 162.5

2. Ship lift/ transfer system/work stations/ dry dock/ jetties 2,296.6

3. Transport equipment 26.5

4. Cost for delivery, installation, commissioning and training 249.2

5. Blacksmith / Foundry 2.0

6. Blasting and Painting Works, Final Coating 4.1

Total 2,740.8

The requirements of the ship repair production areas are calculated on the final annual repair throughput of 84

vessels. The ISRF DPR assumes that the ISRF shall work independently and autonomously from the workshops

of the main yard. Therefore, necessary workshops are planned and determined, in the ISRF DPR, to achieve the

full repair capacity. The aforesaid workshops include pipe shop/ boiler shop, electrical and electronic shop, steel

85

fabrication/ locksmith shop, engine repair shop, carpentry and sawing shed, rigger shop as well as the maintenance

and service workshop.

Further, since the material handling equipment is crucial, transport operations are one of the key processes at ship

repair facilities. The number of cranes as well as the type and number of suitable forklifts and trucks are essential

for the effectiveness of the ship repair and have been accordingly factored in the ISRF DPR.

C. General corporate purposes

Our Company proposes to deploy the balance Net Proceeds aggregating to ` [●] million towards general corporate

purposes, subject to such utilisation not exceeding 25.00% of the Gross Proceeds of the Fresh Issue, in compliance

with the SEBI ICDR Regulations. The general corporate purposes for which our Company proposes to utilise Net

Proceeds include meeting exigencies and expenses incurred by our Company in the ordinary course of business.

In addition to the above, our Company may utilise the Net Proceeds towards other expenditure (in the ordinary

course of business) considered expedient and as approved periodically by the Board or a duly constituted

committee thereof, subject to compliance with necessary provisions of the Companies Act. Our Company’s

management, in accordance with the policies of the Board, shall have flexibility in utilising surplus amounts, if

any.

In case of variations in the actual utilization of funds designated for the purposes set forth above, increased fund

requirements for a particular purpose may be financed by surplus funds, if any which are not applied to the other

purposes set out above.

Our Company undertakes to utilise the Net Proceeds in accordance with the Objects of the Issue set out above.

Our Company further undertakes to apply for, and obtain all the necessary approvals and consents in relation to

the Objects of the Issue set out above, as and when required under applicable law. For details of approvals, in

relation to the Objects of the Issue, see “Government and Other Approvals” on page 271.

D. Issue expenses

The total expenses of the Issue are estimated to be approximately ` [●] million. The Issue expenses consist of

listing fees, underwriting fees, selling commission, fees payable to the BRLMs, fees payable to legal counsels,

Bankers to the Issue including processing fee to the SCSBs for processing Bid cum Application Forms submitted

by the Bidders procured by the Syndicate Member and submitted to the SCSBs and Registrar to the Issue,

brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery

expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the

Equity Shares on the Stock Exchanges. The Issue expenses will be shared, upon successful completion of the

Issue, between our Company and the Selling Shareholder on a pro-rata basis in proportion to the Equity Shares

issued and allotted by our Company in the Fresh Issue and the Equity Shares sold by the Selling Shareholder in

the Offer for Sale. However, in the event that the Issue is withdrawn by our Company for any reason whatsoever,

all the Issue related expenses will be borne by our Company. Any payments by our Company in relation to the

Issue expenses on behalf of the Selling Shareholder shall be reimbursed by the Selling Shareholder to our

Company. The break-up for the Issue expenses is as follows:

(in ` million)

Activity Estimated

expenses(1)

As a % of the total

estimated Issue

expenses(1)

As a % of

the total

Issue size(1)

Fees payable to BRLMs (including underwriting

commission, brokerage and selling commission) [] [] []

Selling commission and processing fees for

SCSBs(4) (5) [] [] []

Brokerage, selling commission and

processing/uploading charges for Members of the

Syndicate, Registered Brokers’ RTAs and CDPs(2)

(3)

[] [] []

Fees payable to Registrar to the Issue [] [] []

Printing and stationery expenses [] [] []

Advertising and marketing expenses [] [] []

Others

Listing fees [] [] []

86

(in ` million)

Activity Estimated

expenses(1)

As a % of the total

estimated Issue

expenses(1)

As a % of

the total

Issue size(1)

SEBI, BSE and NSE processing fees [] [] []

Fees payable to Legal Counsel

Fees payable to the Monitoring Agency

[] [] []

Miscellaneous [] [] []

Total estimated Issue expenses [] [] []

(1) Amounts will be finalised at the time of filing the Prospectus and on determination of Issue Price and other

details.

(2) Selling commission on the portion for Retail Individual Bidders, portion for Eligible Employees and the

portion for Non-Institutional Bidders which are procured by members of the Syndicate (including their Sub

Syndicate Members), RTAs and CDPs would be as follows:

Portion for Retail Individual Bidders [●]% of the Amount Allotted* (plus applicable service tax)

Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable service tax)

Portion for Eligible Employees [●]% of the Amount Allotted* (plus applicable service tax)

* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.

In addition to the selling commission referred above, any additional amount(s) to be paid by our Company

and Selling Shareholder shall be, as mutually agreed upon the Book Running Lead Managers, their affiliate

Syndicate Member, our Company and Selling Shareholder before the opening of the Issue. The Syndicate,

RTAs and CDPs shall be entitled to processing/uploading charges of ` [] (plus applicable service tax) per

valid Bid cum Application Form procured by them.

(3) Processing/uploading charges payable to the Registered Brokers on the portion for Retail Individual

Bidders, Non-Institutional Bidders and Eligible Employees, which are directly procured by the Registered

Brokers and submitted to SCSB for processing, would be as follows:

Portion for Retail Individual Bidders ` [●] per valid Bid cum Application Form* (plus applicable

service tax)

Portion for Non-Institutional Bidders ` [●] per valid Bid cum Application Form* (plus applicable

service tax)

Portion for Eligible Employees ` [●] per valid Bid cum Application Form* (plus applicable

service tax)

* Based on valid Bid cum Application Forms

(4) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders, Non-Institutional

Bidders and Eligible Employees, which are directly procured by them would be as follows:

Portion for Retail Individual Bidders [●]% of the Amount Allotted* (plus applicable service tax)

Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable service tax)

Portion for Eligible Employees [●]% of the Amount Allotted* (plus applicable service tax)

* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.

No additional processing/uploading charges shall be payable by our Company and the Selling Shareholder

to the SCSBs on the applications directly procured by them.

(5) Processing fees payable to the SCSBs on the portion for Retail Individual Bidders, Non-Institutional Bidders

and Eligible Employees which are procured by the members of the Syndicate /Sub-Syndicate /Registered

Brokers / RTAs /CDPs and submitted to SCSBs for blocking would be as follows.

Portion for Retail Individual Bidders ` [●] per valid Bid cum Application Form* (plus applicable

service tax)

Portion for Non-Institutional Bidders ` [●] per valid Bid cum Application Form* (plus applicable

service tax)

Portion for Eligible Employees ` [●] per valid Bid cum Application Form* (plus applicable

service tax)

* Based on valid Bid cum Application Forms

The Issue expenses shall be payable within 30 working days post the date of receipt of the final invoice from the

87

respective Designated Intermediaries by our Company in accordance with the arrangements/ agreements entered

into by our Company with the relevant Designated Intermediary.

Interim use of Net Proceeds

Our Company, in accordance with the policies established by the Board from time to time, will have flexibility to

deploy the Net Proceeds. Pending utilisation for the purposes described above, our Company will deposit the Net

Proceeds only with one or more Scheduled Commercial Banks included in Second Schedule of Reserve Bank of

India Act, 1934, as may be approved by our Board. In accordance with section 27 of the Companies Act, 2013,

our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of

any other listed company.

Bridge Financing Facilities

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft

Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

Monitoring of Utilisation of Funds

Our Company shall appoint a Monitoring Agency for the Issue prior to the filing of the Red Herring Prospectus.

Our Board and the Monitoring Agency will monitor the utilization of Net Proceeds and the Monitoring Agency

shall submit its report to our Company in terms of regulation 16(2) of the SEBI ICDR Regulations.

Pursuant to regulation 32 of the SEBI Listing Regulations, our Company and the Monitoring Agency shall on a

quarterly basis disclose to the Audit Committee the deviations and the category wise variations of the Net Proceeds

and after such review, the statements shall be submitted to the Stock Exchanges. This information will also be

advertised in newspapers simultaneously with the interim or annual financial results of our Company after placing

the same before the Audit Committee. We will disclose the utilization of the Net Proceeds under a separate head

in our balance sheet(s) until such time as the Net Proceeds remain unutilized clearly specifying the purpose for

which such Net Proceeds have been utilized. In the event that we are unable to utilize the entire amount that we

have currently estimated for use out of the Net Proceeds in a fiscal, we will utilize such unutilized amount in the

next fiscal.

Variation in Objects

In accordance with section 13(8) and section 27 of the Companies Act, 2013, the SEBI ICDR Regulations and

applicable rules, our Company shall not vary the objects of the Fresh Issue without our Company being authorised

to do so by the Shareholders by way of a special resolution through postal ballot. In addition, the notice issued to

the Shareholders in relation to the passing of such special resolution (“Postal Ballot Notice”) shall specify the

prescribed details as required under the Companies Act and the applicable rules. The Postal Ballot Notice shall

simultaneously be published in the newspapers, one in English and one in Malayalam, the vernacular language of

the jurisdiction where our Registered Office is situated. Our Promoter or controlling Shareholders will be required

to provide an exit opportunity to such Shareholders who do not agree to the proposal to vary the objects, subject

to the provisions of the Companies Act, 2013 and in accordance with such terms and conditions, including in

respect of pricing of the Equity Shares, in accordance with the Companies Act, 2013 and provisions of Chapter

VI-A of the SEBI ICDR Regulations.

Other Confirmations

No part of the proceeds of the Fresh Issue will be paid by us as a consideration to our Promoter, our Directors or

our Key Management Personnel, except in the normal course of business and in compliance with the applicable

law.

There are no existing or anticipated transactions in relation to the utilization of the Net Proceeds with our

Promoter, Directors, or Key Management Personnel.

88

BASIS FOR ISSUE PRICE

The Issue Price will be determined by our Company and the Selling Shareholder in consultation with the BRLMs,

on the basis of assessment of market demand for the Equity Shares through the Book Building Process and on the

basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is ` 10 each

and the Issue Price is [●] times the face value at the lower end of the Price Band and [●] times the face value at

the higher end of the Price Band.

Qualitative Factors

Some of the qualitative factors which form the basis for the Issue Price are:

One of India’s leading public-sector shipyards catering to both commercial clients as well as clients engaged

in the defence sector with a multitude of offerings for a broad range of vessels across life cycles.

Modern facilities and infrastructure and integrated capabilities to deliver quality products and services.

Order book with a strong customer base of reputable ship owners and marquee clients.

Competitive cost structure and efficient operations.


experienced professionals.

Continuous profits leading to robust financial performance.

For further details see, “Our Business”, “Risk Factors” and “Financial Statements” on pages 114, 17 and 162,

respectively.

Quantitative Factors

The information presented below relating to our Company is based on the Restated Financial Statements prepared

in accordance with Companies Act and SEBI ICDR Regulations. Our Company has only one set of restated

financial statements since it has no associates, subsidiaries, joint ventures to consolidate.

Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:

1. Basic and Diluted Earnings Per Share (“EPS”), as adjusted for change in capital:

As per our Restated Financial Statements:

Year ended Basic EPS

(in `)

Diluted EPS

(in `) Weight

March 31, 2014 25.03 25.03 1

March 31, 2015 6.29 6.29 2

March 31, 2016 25.23 25.23 3

Weighted Average 18.88 18.88

Half year ended September 30, 2016 # 16.29 16.29

# Not Annualized

Note:

(i) Basic EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding

at the end of the period/ year at the end of the period/ year.

(ii) Diluted EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding

at the end of the period/year for diluted EPS.

(iii) Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of

the year/period adjusted by the number of Equity Shares issued during the year/period multiplied by the time

weighting factor. The time weighting factor is the number of days for which the specific shares are

outstanding as a proportion of the total number of days during the year/period.

(iv) The above statement should be read with significant accounting policies and notes on Restated Financial

Statements as appearing in the Financial Statements.

(v) The EPS has been calculated in accordance with Accounting Standard 20 – “Earnings per Share” notified by

Companies (Accounting Standards) Rules, 2006, as amended.

89

2. Price/Earning (P/E) ratio in relation to Issue Price of ` [●] per Equity Share of ` 10 each:


(a) P/E based on basic and diluted EPS at the lower end of the Price Band for Fiscal 2016 is [●]

(b) P/E based on basic and diluted EPS at the higher end of the Price Band for Fiscal 2016 is [●]

(c) P/E based on basic and diluted EPS at the lower end of the Price Band for half year ended September 30,

2016 is [●]

(d) P/E based on basic and diluted EPS at the higher end of the Price Band for half year ended September

30, 2016 is [●]

Industry P/E Ratio*

Particulars P/E

Highest NA

Lowest NA

Average NA

*Source: Based on the data at NSE (available at www.nseindia.com), PE ratio for the industry is not applicable

since all the companies in the peer set reported losses for the financial year ended March 31, 2016.For further

details, see “Basis for Issue Price – Comparison of accounting ratios with Industry Peers”on page 90.

3. Return on Net Worth (“RoNW”):


Year ended RoNW(%) Weight

March 31, 2014 19.03% 1

March 31, 2015 4.63% 2

March 31, 2016 16.61% 3

Weighted Average 13.02%

Half year ended September 30, 2016 # 9.69%

# Not Annualized

Note:

(i) Return on Net Worth has been computed as Net Profit after tax as divided by Net Worth at the end of the

period/year.

(ii) Net Worth for Equity Shareholders has been computed as sum of share capital and reserves and surplus

(includes Securities Premium and Surplus / (Deficit) in Standalone Statement of Profit and Loss).

4. Minimum Return on Increased Net Worth for maintaining Pre-Issue EPS for the year ended March

31, 2016


Based on the Basic and Diluted EPS:

At the Floor Price – The minimum return on increased net worth required to maintain pre-Issue Basic and Diluted

EPS for the year ended March 31, 2016 is [●] % at the Floor Price

At the Cap Price – The minimum return on increased net worth required to maintain pre-Issue Basic and Diluted

EPS for the year ended March 31, 2016 is [●] % at the Cap Price

5. Net Asset Value (“NAV”) per Share


Year ended NAV (` per share)


90

March 31, 2016 151.88

Half year ended September 30, 2016 168.14

Issue Price: ` [●]

Net asset value after the Issue: ` [●]

Note:

Net Asset Value per Equity Share has been computed as Net Worth for Equity Shareholders divided by the total

number of Equity Shares outstanding at the end of the period/ year.

* Issue Price will be determined on the conclusion of the Book Building Process.

6. Comparison of accounting ratios with Industry Peers

Name of Company Unconsolidated

/Consolidated

Face value

(` per

share)

EPS (` per share) NAV (`

per

share) (2)

P/E RoNW Basic(1) Diluted(1)

Company

Cochin Shipyard

Limited

Unconsolidated 10 25.23 25.23 151.88 [●] 16.61%

Peers

Reliance Defence and

Engineering Ltd.

Consolidated 10 (8.03) (8.03) 17.50 NA# (45.87%)

ABG Shipyard Ltd. Consolidated 10 (686.55) (686.55) (587.29) NA# NA*

Bharati Defence and

Infrastructure Ltd.

Consolidated 10 438.92) (438.92) (673.27) NA# NA*

(1) Basic and diluted EPS refer to basic and diluted EPS sourced from the annual reports of the aforesaid

companies.

(2) NAV is computed as the closing net worth of the aforesaid companies as of March 31, 2016 divided by the

closing outstanding number of fully paid up equity shares as sourced from the annual reports for the aforesaid

companies.

# P/E ratio for the aforesaid peers is not applicable since the aforesaid companies reported loss for the financial

year ended March 31, 2016

* RoNW for ABG Shipyard Ltd. and Bharati Defence and Infrastructure Ltd. are not applicable since both the

Net Profit after Tax and Net worth for such companies are negative

7. The Issue price is [●] times of the face value of the Equity Shares.

The Issue Price of ` [●] has been determined by our Company and Selling Shareholder, in consultation with the

BRLMs on the basis of the demand from investors for the Equity Shares through the Book-Building Process and

is justified in view of the above qualitative and quantitative parameters. Investors should read the above mentioned

information along with “Risk Factors” and “Financial Statements” on pages 17 and 162, respectively, to have a

more informed view. The trading price of the Equity Shares of our Company could decline due to the factors

mentioned in “Risk Factors” on page 17 or any other factors that may arise in the future and you may lose all or

part of your investments.

91

STATEMENT OF TAX BENEFITS

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS

SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA

To

The Board of Directors

Cochin Shipyard Limited

Administrative Building

P.O Bag No. 1653

Perumanoor P.O. Kochi

682 015

Kerala, India

Dear Sirs,

Sub: Statement of possible special tax benefits (the “Statement”) available to Cochin Shipyard Limited

and its shareholders prepared in accordance with the requirements under Schedule VIII – Clause

(VII)(L) of the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009 as amended (the “Regulations”)

We hereby confirm that the enclosed Annexure, states the possible special tax benefits available to the Company

and the shareholders of the Company under the Income Tax Act, 1961, as amended, and other direct tax

laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders

fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the ability of the

Company or its shareholders to derive the tax benefits is dependent upon fulfilment of such conditions,

which based on business imperatives the Company faces in the future, the Company may or may not choose

to fulfill.

The benefits discussed in the enclosed statement are not exhaustive. Further, the preparation of the enclosed

Statement and its contents was the responsibility of the Management of the Company. We were informed that,

this statement is only intended to provide general information to the investors and is neither designed nor

intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences

and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the

specific tax implications arising out of their participation in the issue.

We do not express any opinion or provide any assurance as to whether:

(1) the Company or its shareholders will continue to obtain these benefits in future;

(2) the conditions prescribed for availing the benefits have been/would be met with;

(3) the revenue authorities/courts will concur with the views expressed herein.

Limitations

The contents of the enclosed statement are based on the information, explanations and representations obtained from

the Company and on the basis of our understanding of the business activities and operations of the Company.

The company would be required to comply with the provisions of Income Computation and Disclosure Standards

(ICDS) effective from AY 2017-18. Further, the company is required to prepare its financial accounts complying

with the Indian Accounting Standards (Ind AS) from the financial year 2016-2017. The compliance with these

regulations may result in temporary benefits / disallowances, as the case may be, in determination of Tax liability.

92

The enclosed Annexure is intended solely for your information and for inclusion in the Draft Red Herring

Prospectus, Red Herring Prospectus, Prospectus or any other document in connection with the offer of equity

shares and is not to be used, referred to or distributed for any other purpose without our prior written consent.

Yours faithfully,

For Krishnamoorthy & Krishnamoorthy

C Krishnamoorthy

Designation: Senior Partner

Membership No.: 05957

Firm Registration No.: 001488S

Date: March 23, 2017

93

Annexure to the Statement of Tax Benefits

ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO

THE COMPANY AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA

Cochin Shipyard Limited (“the Company”) is an Indian Company, subject to tax in India. The company is taxed

on its profits. Profits are computed after allowing all reasonable business expenditure, laid out wholly and

exclusively for the purposes of the business, including depreciation. Considering the activities and the business of

the company, the following benefits may be available to them.

This statement is only intended to provide the special tax benefits to the company and its shareholders in a general

and summarized manner and does not purport to be a complete analysis or listing of all the provisions or possible

tax consequences of the subscription, purchase, ownership or disposal etc of shares. In view of the individual

nature of tax consequence and the changing tax laws, each investor is advised to consult their own tax advisor

with respect to specific tax implications arising out of their participation in the issue.

I. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY

There are no special tax benefits available to the Company.

II. SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS

There are no special tax benefits available to the Equity shareholders. As per the provisions of Section

10(34) of the Income tax Act, any income by way of dividend referred to in Section 115O received on

the shares of an Indian company is exempt in the hands of the shareholder. As per Sec 115BBDA, income

by way of dividend in excess of INR 10 lakhs is chargeable to tax in the case of an individual, Hindu

Undivided Family (HUF) or a Firm who is resident in India, at the rate of 10% (plus surcharge and cess

at applicable rates).

Notes:

(a) The above statement of Direct Tax Benefits sets out the possible tax benefits available to the Company and

its shareholders under the current tax laws presently in force in India.

(b) This statement is only intended to provide general information to the investors and is neither designed nor

intended to be a substitute for professional tax advice. In view of the individual nature of the tax

consequences, the changing tax laws, each investor is advised to consult his or her own tax consultant with

respect to the specific tax implications arising out of their participation in the issue.

(c) We have not commented on the taxation aspect under any law for the time being in force, as applicable, of

any country other than India. Each investor is advised to consult its own tax consultant for taxation in any

country other than India.

94

SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless noted otherwise, the information in this section has been obtained or derived from the “A study on

Shipbuilding and Ship Repairing Industry” of March, 2017, by CRISIL Research (the “CRISIL Report”), as well

as other industry sources and government publications. All information contained in the CRISIL Report has been

obtained by CRISIL from sources believed by it to be accurate and reliable. Although reasonable care has been

taken by CRISIL to ensure that the information in the CRISIL Report is true, such information is provided ‘as is’

without any warranty of any kind, and CRISIL in particular, makes no representation or warranty, express or

implied, as to the accuracy, timeliness or completeness of any such information. All information and estimates

contained herein must be construed solely as statements of opinion, and CRISIL shall not be liable for any losses

incurred by users from any use of this publication or its contents. Neither our Company, nor the BRLMs or any

other person connected with the Issue has independently verified this information. Industry sources and

publications generally state that the information contained therein has been obtained from sources believed to be

reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability

cannot be assured. Industry sources and publications are also prepared based on information as of specific dates

and may no longer be current or reflect current trends. Industry sources and publications may also base their

information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly,

investors should not place undue reliance on, or base their investment decision on this information.

Global Shipping Industry

Seaborne Trade

According to a 2016 UNCTAD report, global seaborne trade increased by 2.1% to 10,048 million tonnes in 2015.

Dry bulk cargo comprised the largest share at 54%. Developing economies accounted for the largest share of

seaborne trade, in volume terms, at an estimated 60%. Developing countries have become global manufacturing

centres with growing demand for capital and consumer goods, and are no longer viewed as only suppliers of raw

materials. In terms of a regional comparison, Asia was the largest loading and unloading region, followed by the

Americas, Europe, Oceania and Africa. As of January 2016, the global commercial fleet stood at 90,917 vessels,

totalling 1.8 billion DWT. Dry bulk carriers comprised the largest share at 43.1% followed by the oil tanker

segment with a share of approximately 27.9%.

Fleet

The respective shares of oil tankers and general cargo vessels in the global fleet have declined over the years,

while those of dry bulk carriers and container ships have increased. As of January 2016, the dry bulk carriers, with

a 43% contribution in terms of gross registered tonnage (GRT), was the largest vessel category in the global fleet.

The share of oil tankers, which made up for 50% of the global fleet in 1980, has declined to 28% in 2016. Over

this period, the share of container vessels’ increased from 2% to 14%, following China’s manufacturing-led

growth as well as the shipping industry’s strategy to reduce costs using economies of scale. The fall in the oil

95

tanker share was due to a change in the pattern of trade and demand, primarily due to a decline in the refining

capacity in Europe and a corresponding increase in Asia and the Middle East.

Indian Shipping Industry

Fleet

The Indian commercial fleet saw an addition of 42 vessels with approximately 0.2 million GRT in 2015. In 2015,

India’s total fleet strength was 1,246 vessels with a GRT of 10.51 million. The majority of the Indian fleet is

deployed for costal trade, with approximately 70% of the registered vessels used for coastal trade, while the

remaining 373 vessels are engaged in overseas trade. However, in tonnage terms, the fleet deployed for coastal

trade is approximately 1.5 million GRT, while that for overseas trade is approximately 9 million GRT.

In terms of GRT, more than half of the fleet’s tonnage is accounted for by oil tankers. Over the past decade, oil

tankers have continued to account for a majority share.

According to the Indian Ministry of Shipping, the total overseas cargo handled at Indian ports was approximately

879.6 million tonnes in 2014-15. The vessels carrying Indian flags contributed approximately 7.5% of overseas

cargo tonnage. Even as the total overseas cargo handled at Indian ports increased, the contribution of vessels

carrying Indian flags in terms of tonnage declined in absolute terms as well as in percentage terms. Meanwhile,

ships above the age of 20 years comprised over 40% of the Indian fleet, as ship owners preferred to maintain the

existing fleet due to uncertainty in global trade. However, approximately 20% of the ships in the Indian fleet are

below the age of five years, indicating that new vessels have been added during the recent past.

96

Global Shipbuilding Industry

The shipbuilding industry comprises construction and modification of ships, offshore vessels, rigs, liquefied

natural gas (“LNG”) carriers and vessels for clients engaged in the defence sector. The broad categories of ships

built are passenger carriers, offshore vessels, dry bulk carriers, tankers (including LNG carriers), container ships

and vessels for clients engaged in the defence sector. On average, it takes 15-18 months to build a conventional

vessel, i.e. a bulk carrier, tanker or container ship, and 28-32 months to construct a LNG vessel, and offshore rig

and support vessel.

Over the past few decades, the shipbuilding industry has shifted from Europe to Asia due to a number of factors

including, cheap labour, competitive manufacturing and steel-making sectors, and state support.

Following factors have enabled China, the Republic of Korea and Japan to dominate the shipbuilding industry:

Typically, a shipyard requires a working capital of approximately 25-35% of the cost of the ship during the

entire construction period. The interest rates presently offered to shipyards in these aforesaid countries are

significantly low.

In addition to the cost advantage that China and South Korea have, their respective governments provide

discounts or subsidies at the time of sale of ships, which represent approximately 5-10% and approximately

15-20% of the total ship cost in case of China and South Korea respectively. This helps shipyards in these

countries to bid at a lower price in international tenders.

In 2015, China, South Korea and Japan, together, accounted for 91% of the global industry (in terms of deliveries),

with China comprising the largest share at 36%, followed by South Korea and Japan at 34% and 21%, respectively.

Order Book Trends

I. Year-wise

In line with falling shipyard capacity and the stretched finances of owners and banks, the global order book

declined for most vessel types in 2015 and 2016. Between 2012 and 2016, the global order book declined at a

CAGR of 7.7%. The order books for container ships, oil tankers, dry bulk carriers and general cargo have declined

46%, 51%, 61% and 82%, respectively from their peak values in 2008 and 2009. According to CRISIL, the

sluggishness was primarily due to a combination of excess supply and low demand, especially in the dry bulk and

container segments.

97

II. Vessel-wise

Dry bulk and oil tankers together account for more than 80% of the global order book. While the share of dry bulk

has seen a downward trend over the four year period from April 2012 to April 2016, the shares of oil tanker and

container ship segments has improved.

During the year to January 1, 2016, the total dry bulk order book declined on account of surplus capacity that still

exists and uncertainties concerning the demand for dry bulk commodities from China. The tanker order book has

remained at a similar level between 2012 and 2015 even as excess capacity and volatility in crude oil prices

persisted, due to a rise in demand on account of oil stockpiling, especially by Asian countries (such as China),

increases in refinery runs, slow expansion in the oil fleet supply, slow steaming and changes in trading pattern.

Over the same period, the LNG order book declined due to oversupply amid persistent fleet additions while charter

rates were high, and the container order book declined due to excess capacity, cascading (ship capacity moved

from main or artery lanes to secondary routes), uncertainty about the future of slow steaming and the alignment

of major container ship operators in four mega-alliances, listed below:

2M - Maersk Line and Mediterranean Shipping Company (MSC);

CKYHE - Cosco Shipping, K-Line, Yang Ming Marine Transport, Hanjin Shipping and Evergreen Shipping

Agency;

G6 - American President Lines (APL), Hapag Lloyd, Orient Overseas Container Line (OOCL), Nippon

Yusen (NYK), Mitsui O.S.K. Lines (MOL) and Hyundai Merchant Marine Co.; and

Ocean Three - CMA CGM, China Shipping (CSCL), United Arab Shipping Company (UASC), Hamburg

Sud (through vessel share).

These alliances have been formed to create economies of scale by sharing space on mega-vessels, which reduce

the operating cost due to their sheer volume.

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Revenue trends

South Korea’s large shipbuilders, Hyundai Heavy Industries Co. and Daewoo Shipbuilding & Marine Engineering

Co., reported heavy losses in 2015. This was largely because South Korea’s shipyards bid aggressively in recent

years for overseas oil rigs and energy platforms to fill their order books and to avoid direct competition with

Chinese shipbuilders, who had the advantage of cheap labour to make low-profit tankers.

The global recession dented overall demand for shipping, thus lowering demand for new ships. A fall in the price

of crude oil resulted in a challenging business environment for global shipbuilders as international oil companies

reduced capital expenditure, and delayed or cancelled orders for drill ships and offshore production facilities.

These factors, along with considerable excess capacity, resulted in a recession in the shipbuilding industry.

Indian Shipbuilding Industry

Overview

Based on the types of ships built, the Indian shipbuilding industry can be broadly categorized as follows:

(i) Large ocean-going vessels catering to overseas as well as coastal trade;

(ii) Medium size specialized vessels such as port crafts, fishing trawlers, offshore vessels, inland and other

smaller crafts and;

(iii) Defence/ naval crafts and vessels for the coast guard.

Sector-wise classification

The Indian shipbuilding industry can be divided into three segments:

(i) Public-sector shipyards [in the commercial segment]: Historically India’s major shipyards have been public-

sector shipyards, which primarily build merchant-class ships and naval vessels. Public-sector shipyards

include Cochin Shipyard, Hooghly Dock & Port Engineers.

(ii) Defence shipyards: Four naval shipyards come under the purview of the Indian Ministry of Defence, namely

Hindustan Shipyard, Mazagon Dock, Goa Shipyard and Garden Reach Shipbuilders & Engineers.

(iii) Private-sector shipyards: The three publicly listed private-sector shipyards are Bharati Defence and

Infrastructure Ltd., ABG Shipyard and Reliance Defence and Engineering (“RDEL”) Shipyard (formerly

Pipavav). Larsen & Toubro Ltd is another major private sector shipyard. In addition, there are a number of

smaller private shipyards building smaller ships and vessels, including coastal vessels, barges, tugs, patrol

ships and fishing ships.

As of March 2015, the private sector accounted for approximately two-thirds of the total shipbuilding order book

in terms of the number of ships with outstanding orders for 199 ships amounting to a combined tonnage of 2,567

thousand DWT. In fiscal 2015, private sector shipyards delivered 24 ships with a combined tonnage of

approximately 98 thousand DWT.

Among public-sector shipyards, key names include Cochin Shipyard, Hindustan Shipyard and Mazagaon Dock.

Large private-sector shipyards include ABG Shipyard, Bharati Defence and Infrastructure Ltd. and RDEL

Shipyard and Larsen & Toubro Shipyard.

99

Capacity Trends

The shipbuilding capacity of public-sector shipyards marginally declined between fiscal 2011 to fiscal 2015. In

fiscal 2015, Goa Shipyard increased its capacity by more than double from 4,500 DWT to 10,000 DWT. The

private-sector’s shipbuilding capacity, on the other hand, increased at a CAGR of approximately 3% between

fiscal 2011 and fiscal 2015. The capacity enhancement of the private-sector was due to new shipyards such as

Larsen & Toubro who entered in 2014 with a capacity of 30,000 DWT, Sembmarine Kakinada who started

operations in 2015, with a capacity of 50,000 DWT, and Chidambaranar Shipcare who set up a shipbuilding

facility with a capacity of 3,500 DWT.

100

Shipbuilding capacities of major shipbuilders (as of fiscal 2015) are shown below:

As per a report released by the Ministry of Shipping, within the public sector, Cochin Shipyard possessed a

maximum ship-building capacity of approximately 110,000 DWT, followed by Hindustan Shipyard (80,000

DWT) and Alcock Ashdown Ltd (15,000 DWT), as of fiscal 2015, as shown below.

The private sector holds the largest share of overall capacity of shipyards in India. Among private sector shipyards,

RDEL has a maximum capacity of approximately 400,000 DWT, followed by Bharati Defence and Infrastructure

Ltd. at approximately 70,000 DWT, as of fiscal 2015, as shown below.

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Shipbuilding capacity of companies by type and size (as of fiscal 2015)

Cochin Shipyard is in the process of expanding its capacity in order to build large ships such as LNG vessels,

large container vessels and new generation aircraft carriers.

Commercial Order book Trends

The shipbuilding order book position declined during fiscal 2014 and fiscal 2015 due to a number of factors such

as persistent excess supply and weak global trade.

102

I. Vessel -wise

The share of dry cargo segment rose significantly in fiscal 2013, mainly because RDEL Shipyard’s orders were

reclassified from bulk cargo to dry cargo. Between fiscal 2011 and fiscal 2015, the order book of public sector

shipyards was lower than that of private sector shipyards due to the vessels for clients engaged in the defence

sector in their order book. However, execution of the order book of private shipyards remains uncertain due to the

stressed financial position of major shipyards like ABG Shipyard, RDEL Shipyard and Bharati Defence and

Infrastructure Ltd.

According to industry interactions, some orders of commercial vessels placed with private-sector shipyards have

either been cancelled or put on hold. Additionally, the majority of orders of ships for clients engaged in the defence

sector have been placed with the public-sector shipyards.

As of fiscal 2015, Indian shipbuilders had orders for 292 ships, with an aggregate tonnage capacity of 2.68 million

DWT. Of these, 57 ships, with an aggregate capacity of 1.385 million DWT, were export orders. In DWT terms,

domestic orders comprised a greater share of the order book of the public-sector, while the private-sector order

book is more evenly distributed.

Domestic orders contributed a major part of the order book for public-sector in terms of number of ships, however,

the order book was equally shared by domestic and export orders in terms of DWT. Considering the order book

as of March 2015, the average capacity (in DWT) of export orders is more than that of the domestic orders.

The public-sector shipyards were limited in their ability to take up large export orders due to inadequate capacity

and pending orders.

103

As of March 31, 2015 Goa Shipyard and Cochin Shipyard are the only public-sector shipyards who have received

export orders. In the public-sector, Cochin Shipyard has the largest export order book. In the Dry bulk and offshore

segment, ABG Shipyard has the largest domestic order book among private-sector shipyards.

II. Public-sector company-wise

As of March 31, 2015 Hindustan Shipyard has typically contributed approximately half of the public-sector’s

order book. However, its order book size (in DWT) saw a sharp decline during fiscal 2014 and remained at similar

level in fiscal 2015. The order book size (in DWT) of Cochin Shipyard and Mazagaon Dock increased marginally

from fiscal 2012 to fiscal 2015. Among public-sector shipyards, the average tonnage (DWT) per ship on order is

highest for Cochin Shipyard followed by Hindustan Shipyard.

III. Private-sector company-wise

The order book of private-sector is largely contributed by two shipyards, ABG Shipyard and RDEL Shipyard.

However, the order books of RDEL Shipyard and ABG Shipyard declined at a CAGR of 7% and 14% respectively,

from fiscal 2012 to fiscal 2015.

104

Commercial Delivery Trends

The number of ships delivered by the private-sector, as well as in DWT terms, declined after fiscal 2012. With

the exception of fiscal 2014, public-sector deliveries outpaced those of private-sector shipyards in DWT terms.

Among public-sector shipyards, GRSB delivered the most ships, in DWT terms, from fiscal 2011 to fiscal 2015.

Defence Order Book Trends

Naval shipbuilding is a sub-segment of the Indian shipbuilding sector. It is characterised by a value addition of

65% during the construction of ships, which is contributed by ancillary industries including steel producers, main

engine builders and equipment suppliers. Growth of the domestic shipbuilding sector, which imports 45% of its

input requirement, can become a significant factor for large-scale indigenisation of heavy-engineering products

and ancillaries.

Traditionally, even as naval ancillary components have been acquired from outside India, the shipbuilding activity

has been carried out indigenously. However, over the years, the Indian government has pursued a policy towards

greater indigenisation of defence equipment.

The domestic defence shipbuilding industry primarily caters to two sub-segments, the Indian Navy and the Indian

Coast Guard. Both Indian Navy and the Indian Coast Guard currently possess a large fleet.

Defence Public-Sector Units (DPSUs) account for the major portion of the scheduled new fleet additions to the

naval fleet. These DPSUs currently have a large order book for ships for clients engaged in the defence sector.

Mazagaon Dock, Goa Shipyard, Garden Reach Shipping & Engineers and Hindustan Shipyard are major PSUs

catering to the defence sector sub-segment. A significant number of orders have been placed with these DPSUs

over the past two years.

In fiscal 2015, Goa Shipyard’s order book had five offshore patrol vessels and was also nominated to build 12

mine counter measure vessels for `326 billion. Mazagaon Dock is executing orders for three destroyers of project

P15-A, four destroyers of plan 15-B, four frigates of project P17-A, and six Scorpene-class submarines. Cochin

105

Shipyard is executing the order for one aircraft carrier and a series of fast patrol vessels. Garden Reach Shipping

& Engineers has an order book that includes three stealth frigates under project P-17A, four Anti-Submarine

Warfare Corvettes (ASCs), four Water Jet Fast Attack Crafts (WJFACs) and eight Landing Craft Utilities (LCUs).

The order book for the Indian shipbuilding industry is expected to receive a boost on account of the ship

acquisition plans of Indian Navy and Coast Guard. Ship orders for clients engaged in the defence sector are

expected to increase between fiscal 2016 and fiscal 2021, with the Indian Navy’s and Coast Guard’s ambitious

plans for a 200-ship fleet each.

The Indian shipbuilding industry is expected to deliver 14,000 to 17,000 DWT by fiscal 2021 through the partial

or full execution of orders for both the Indian Navy and Indian Coast Guard. CRISIL Research expects delivery

of some of the most important orders, such as, Scorpene-class submarines, P15-A, P15-B and P17-A vessels

within this timeframe. Most of these ships are currently at various stages of completion.

Defence Delivery Trends

The defence fleet has seen significant additions from the domestic shipbuilding industry in the past two years.

Goa Shipyard handed over one naval offshore patrol vessel and Mazagaon Dock delivered INS Kochi, the second

ship of plan 15-A. Cochin Shipyard delivered a series of FPVs to the Indian Coast Guard. Cochin Shipyard and

Garden Reach Shipping & Engineers received and executed orders for ships for foreign clients engaged in the

defence sector. The Garden Reach Shipping & Engineers delivered one ASC, INS Kamorta, and also completed

its export order of CGS Barracuda, an offshore patrol vessel to the government of Mauritius. As of fiscal 2016,

Goa Shipyard has an export order book of approximately `12,000 million, comprising patrol vessels and

interceptor boats for Mauritius and the Sri Lankan Navy. Among private shipyards, ABG Shipyard completed its

delivery of one pollution control vehicle to the Indian Coast Guard.

Global Ship-repair Industry

According to a report published by the Ministry of Shipping at the India Maritime Summit 2016, the global ship

repair market is approximately US$ 12 billion. Shipyards in Singapore, Bahrain, Dubai and Middle East account

for a major share of this market. These locations have achieved a dominant position despite higher cost of ship

repair services compared to other Asian countries, largely due to the availability of a skilled workforce and the

latest technology, which allows these shipyards to attract demand from other low cost locations like India,

Malaysia and Indonesia. According to the Ministry of Shipping at the India Maritime Summit 2016, Indian ship

repair industry’s market potential is approximately US$1.5 billion (`102 billion).

Indian Ship-repair Industry

Market size

According to the Statistics of India’s Ship Building and Ship Repair Industry, published by the Ministry of

Shipping, the total market size of the Indian ship-repair industry in fiscal 2015 was approximately `5,043 million.

From fiscal 2011 to fiscal 2015, the market size has remained constant except for during fiscal 2013, when it

crossed the `10,000 million level in part due to Mazagaon Dock’s high value orders. This was an isolated case,

as Mazagon Dock does not typically undertake ship repairing.

106

The share of the public-sector in the revenues earned through ships repaired is much higher compared to the

private-sector. The average realisation per ship repaired by the public-sector is higher compared to that of the

private-sector.

Market share

Cochin Shipyard, accounting for approximately 39% of the total revenues earned in fiscal 2015 through ship-

repair, is the leading shipyard in the ship-repair industry. It is followed by Goa Shipyard with a share of

approximately 20% in the revenues earned in fiscal 2015 through ship-repair. The private-sector shipyards in this

segment are Sembmarine Kakinada, Larsen & Toubro and ABG Shipyard.

In terms of market size, the share of the public-sector remained higher than the private-sector from fiscal 2011 to

fiscal 2015. The number of ships repaired by the public and private-sectors increased at a CAGR of 18% and 52%

respectively, during this period.

Capacity Trends

The public-sector had a largely stable ship-repair capacity between fiscals 2011 and 2015. GSL contributed with

a major capacity addition in fiscal 2015, which more than doubled its capacity from 4,500 DWT to 10,000 DWT.

The ship-repair capacity of the private-sector improved following the commencement of operations of two new

shipyards viz. Larsen & Toubro Ltd with 30,000 DWT and Sembmarine Kakinada with 54,000 DWT capacity.

I. Region-wise

The western coast of India houses almost 60% of the overall ship-repair capacity of the country. As the shipyards

are located along the sea coast, there are no shipyards in northern India. The majority of the shipyards on the

western coast are located in Gujarat, Maharashtra, Kerala and Goa while major shipyards in the east are

concentrated in West Bengal.

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II. Company-wise

The public-sector owns nine dry docks and three wet docks. Cochin Shipyard and Garden Reach Shipbuilders &

Engineers have two and five dry docks, respectively. Only Hindustan Shipyard and Garden Reach Shipbuilders

& Engineers have both dry as well as wet docks.

Some shipyards also provide other repairing facilities such as a jetty, shiplift, slipway, submersible ship or

platform and quay. Among private-sector shipyards, ABG Shipyard has two and NN Shipbuilders and Engineers

has three slipways.

Cochin Shipyard had the largest ship-repair capacity within the public sector as of fiscal 2015, followed by

Hindustan Shipyard. Within the private sector, RDEL Shipyard had the largest ship-repair capacity, followed by

Bharati Defence and Infrastructure Ltd, as shown below.

III. Port-wise

Kandla, Mumbai, Mormugao, Cochin, V O Chidambaranar, Visakhapatnam, Paradip and Kolkata are the major

ports in India. The Kolkata port has four dry docks, while the rest have one each. The Mormugao and

Visakhapatnam ports have eight workshops each, while the Paradip port has only one. In terms of dimensions,

Mumbai port is the largest. All major ports, except the V O Chidambaranar port, have cranes.

In fiscal 2015, the Mumbai port recorded the highest number of ship-repairs while the Kolkata port had the highest

occupancy of dry docks, among the major ports.

Future outlook

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The ship-repair industry is expected to grow at a CAGR of 8 to 10% between fiscal 2016 and fiscal 2021. Indian

ship-repair yards will be driven by greater focus towards diversifying their revenue streams to withstand the

slowdown in ship building.

Indian yards are expected to benefit from the increasing strength of the Indian Navy and the Coast Guard’s

operational and support fleet, which will drive the repairs business. Moreover, higher indigenisation in ships for

clients engaged in the defence sector are expected to augment the revenue per refit and repair, driving growth and

increasing the proportion of defence repairs over the next five years.

Revenue generated through repairs of foreign vessels is also expected to improve in the wake of service tax

exemptions granted by the central government in 2014 and a reduction of central excise duty on capital goods raw

materials and spares used for the repair of ocean going vessels. Indian shipyards are facing increasing competition

from foreign shipyards as their shipbuilding capacities remain underutilised. Also, major Indian shipyards are

sceptical about taking in foreign vessels as the average ticket sizes are lower despite similar capacity requirements.

Key drivers

Strategic positional advantage

India’s strategic position along the east bound and west bound international trade routes offers an opportunity to

cater to vessels plying on these routes. A main container route connecting America and Europe to the East passes

very close to the Indian coastline presenting a major opportunity for repairs.

Capacity additions

Cochin Shipyard is in the process of adding one more dry dock of size 310 x 75/60 x 13 M, which will enable

it to undertake repairs of vessels like LNG carriers, semi-submersibles, jack up rigs, and drill ships.

Full commissioning of the international ship repairing facility at Cochin port with state of the art ship repair

facilities will enable Cochin to position itself as a major ship repair hub. The target is to enhance Cochin

Shipyard’s ship-repair capability by 70-90 ships per annum.

Phase 3 and 4 of development (the expansion and upgradation of infrastructure at Goa Shipyard) are under

progress. This development is expected to enhance its capabilities for the repair of ships for clients engage in

the defence sector.

The construction of a floating dry dock facility at V O Chidambaranar port is in the feasibility study phase.

This facility would enhance its capacity to carry out underwater repairs of tugs, launch boats and other

watercrafts.

The project to modernise ship repairing facilities at Kolkata dock is expected to improve its capabilities to

service both Indian and foreign vessels. The project is still in the planning stages.

There is a proposal underway for refurbishment of the existing Hughes dry dock at Mumbai port. This project

aims to provide adequate wet berth facilities to complement dry docks to cater to afloat repairs.

In order to create adequate dry docking facilities and maintenance capacities for vessels plying through

Andaman and Nicobar waters, a project to create a ship repair facility (ship lift/slipway) capable of handling

5000 DWT vessels is underway and is in the pre-feasibility stage, according to a report published at the

Maritime India Summit 2016.

Indian Defence Sector

Budgetary allocation trends

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The Indian budgetary allocation for defence in 2015-16 was `2,467 billion, which is approximately 1.75% of the

country’s GDP. From fiscal 2011 to fiscal 2016, the allocation for defence increased at a CAGR of 9%. During

this period, revenue expenditure remained largely constant while capital expenditure increased at a CAGR of

approximately 11%.

Defence budget (fiscal 2016)

In fiscal 2016, the Indian Army accounted for the highest share of the defence budget followed by the Indian Air

Force and then the Indian Navy, which accounted for approximately 18% of the total defence budget.

Indian Navy

During fiscal 2012 to fiscal 2016, the budgetary allocation for the Indian Navy was in the range of between 14-

17% of the total budget. The allocation to the Indian Navy has declined over the last two years in absolute terms.

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Key GoI Initiatives

The Indian government has taken the following key initiatives to develop and promote the domestic shipbuilding

industry:

New Shipbuilding Policy (December 2015)

The Indian cabinet approved the new shipbuilding policy in December 2015, granting financial assistance and

infrastructure status to the industry. The government has set aside `40 billion to implement the scheme over the

next 10 years.

Key policy features include:

Granting financial assistance to both state-owned and private shipbuilders on each ship they build, except for

smaller boats and fishing vessels. However, financial assistance given would be scaled down by three

percentage points every three years, starting with 20% in the first three years, down to 11% in the 10th year;

The assistance will be given on the contract price or fair price, whichever is lower;

Both state-owned and private shipyards will get the assistance only after they construct and hand over to the

ship to the buyer;

Indian shipyards will have the right of first refusal for government purchases, implying that even if the

shipyard is not the lowest bidder, an option is provided to the shipyard to match the lowest foreign bid and

secure the contract; and

Granting infrastructure status to the shipbuilding and ship-repair industry, making it entitled to various

government incentives and tax benefits.

Indirect tax incentives (November 2015)

The government issued a notification in November 2015, highlighting the indirect-tax incentives proposed to be

provided to the industry:

Exemption from customs and central excise duties on all raw materials and parts for use in the manufacture

of ships, vessels, tugs and pusher crafts.

Currently, certain specified vessels are exempt from the basic customs duty and central excise duty.

Consequently, for such vessels manufactured in export-oriented units and cleared to the domestic tariff area,

they are not eligible for exemption on raw materials and parts of such vessels. A suitable amendment is being

made to the relevant notifications to provide this exemption, even if such vessels are exempt from the basic

customs duty and central excise/CV duty.

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The requirement of manufacture of ships, vessels, tugs and pusher crafts in a custom-bounded warehouse to

avail of the customs and excise-duty exemptions has also been removed. Instead, these exemptions will now

be subject to actual user conditions.

Central excise duty exemption on inputs used in the repair of ocean-going vessels has been granted in the

Union Budget for fiscal 2017.

The financial assistance policy coupled with the exemption from customs and central excise duties on all raw

materials and parts for use in the manufacture of ships, vessels, tugs or pusher crafts will reduce the cost of

manufacturing ships in India, thus improving the competiveness of Indian shipbuilders. However, the impact of

the policy is not great enough to offset weak global commercial demand.

The financial assistance policy of 2015 provides assistance post-delivery of the vessel, as against 30% assistance

on booking the order as per the ship building subsidy scheme 2002, which led to India garnering an approximate

1.2% share of the global order book. In a situation where major private shipyards are facing financial issues owing

to high working capital needs, the new policy might not be as effective.

Following a freight revival in the shipping market, competition from major global shipyards is expected to

intensify to an extent that offsets the excess cost competitiveness gained through financial assistance and tax

exemptions.

National Investment and Infrastructure Fund

Union Finance Minister, Arun Jaitley, announced the creation of a National Investment and Infrastructure Fund

(NIIF) in Union Budget 2015-16, which would receive an annual flow of `20,000 crore. This will enable the trust

to raise debt, and in turn, invest in infrastructure finance companies such as IRFC and NHB (National Housing

Bank). The infrastructure finance companies can then leverage this extra equity manifold.

With a view to attracting investments from Qatar under the umbrella of NIIF, a memorandum of understanding

(MOU) was signed with Qatar Investment Authority (QIA) on June 5, 2016. The objective of the MOU is to

facilitate QIA to study investment opportunities in the infrastructure sector in India, develop a framework for the

exchange of information with regard to such investments opportunities, and enable both sides to decide on joint

investments. It will remain in effect for 12 months, during which both parties will discuss and agree on the terms,

principles and criteria for such investments. NIIF shall share with QIA a pipeline of investment opportunities

available in the infrastructure sector in India.

Make in India Initiative

Gas Authority of India has signed contracts to buy LNG from suppliers in the US. Transporting this gas will

require large specialised LNG carriers. As part of the ‘Make in India’ campaign, the Government of India is keen

that one-third of the total number of ships should be built by Indian shipyards.

Deregulation

The Ministry of Shipping has taken steps to improve the ease of doing businesses, such as:

rescinding 13 obsolete and unnecessary rules under the Merchant Shipping Act. Of these 13 rules, six have

been rescinded and seven have been pre-published before rescindment.

eliminating the requirement for registration of ship repair units with the Directorate General of Shipping. The

Ministry of Finance and the Ministry of Commerce and Industry have now been instructed to extend

concessions and facilities to ship repair units without such registration.

allowing re-rolled steel from re-cycling yards and ship breaking units to be certified for use in the construction

of inland barges, river sea vessels (type 1 and 2) and port and harbour crafts, after ascertaining its sourcing

and processing, which will help lower the cost of construction.

Sagarmala Project

According to the national perspective plan, the Sagarmala project aims to transform existing ports and create new

ones with world-class technology and infrastructure. The project is also expected to integrate ports with industrial

clusters and the hinterland through rail, road, inland and coastal waterways. The government is expected to invest

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US$16 billion for the project’s completion.

The project is expected to tackle underutilised ports by focussing on port modernisation, efficient evacuation, and

coastal economic development. It will also complement the Golden Quadrilateral project and provide sea

connectivity to major industrial centres.

Development of Inland Waterways Transport

Inland waterways transport will be an alternative for the existing mode of transportation. This will decongest the

existing modes and bring advantages in the form of fuel and cost savings. The proposed 101 inland waterways

will require an estimated investment of US$5.5 billion over the next two years.

Inland waterways accounts for only 3% of India’s total transport, compared with 47% in China and 44% in the

European Union. The government’s initiative to develop inland waterways is a big business opportunity for the

Indian shipbuilding industry in the form of future orders building dredgers and small bulk carrier vessels.

Defence Sector Liberalisation

The Indian government has taken steps to encourage the domestic defence shipbuilding industry. In August 2014,

the foreign direct investment limit was increased from 26% to 49% to cut imports by indigenising defence

production. India is among the top ten defence spenders in the world and such a move to encourage domestic

manufacturing bodes well for Indian shipbuilders with a defence presence.

In line with the Indian government’s vision of ‘Make in India’, the Indian Navy has prepared a guideline

document, the Indian Naval Indigenisation Plan (INIP) 2015-2030, to enunciate the need for developing various

advanced systems for its platforms. This plan recognises that the industry, including the private-sector, can play

a vital role in meeting the sophisticated needs of the armed forces through cost-effective utilisation of its know-

how and existing infrastructure, in pursuance of the government of India’s vision of ‘Make in India’.

The Indian Navy has achieved approximately 90% indigenisation in the ‘FLOAT’ category and approximately 50

to 60% in ‘MOVE’ category, depending upon the type of propulsion and in the ‘FIGHT’ category they have

achieved approximately 30% indigenisation. Some of the major equipment currently imported, which holds much

scope for indigenisation, are weapons, sensors, propulsion systems (especially gas turbines), marine diesel engines

for main propulsion and gear boxes under the ‘MOVE’ category.

The unavailability of domestic equipment manufacturing ancillary companies hinders Indian shipbuilding

companies as these costs represent approximately 50-55% of the total shipbuilding costs and these materials have

to be ultimately imported. Labour is another major cost for shipbuilding accounting for approximately 10-15% of

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the total costs. According to CRISIL, the lower cost of labour in India, compared to China, South Korea and Japan

could aid in competitiveness ahead of increasing levels of indigenisation.

In addition, over the last few years, major private shipyards such as RDEL Shipyard, ABG Shipyard and Bharati

Defence and Infrastructure Ltd, have had to opt for corporate debt restructuring on account of the inherent

disadvantages like the unavailability of cheap raw materials and limited government support compounded by

economic downturn, a decline in global trade and a liquidity crunch.

Defence Procurement Policy (DPP 2016)

The new defence procurement policy was introduced in March 2016 to initiate a new procurement regime for

defence equipment. The following are some of the key features:

‘Buy (Indian-IDDM)’ Procurement Category: Pursuant to the ‘Make in India’ initiative in defence production,

DPP 2016 has introduced a new procurement category, Buy (Indian Indigenously-Designed, Developed and

Manufactured), or ‘Buy (Indian-IDDM)’. In terms of prioritisation, the new category, which would also be

used for procurement of all locally designed and developed items under the revamped ‘Make’ procedures, is

placed above the existing ‘Buy (Indian)’ category which, in turn, is placed above the other categories, namely

the ‘Buy and Make (Indian)’, ‘Buy and Make’ and ‘Buy (Global)’.

Under the new category, indigenously designed equipment with a 40% Indigenous Content (“IC”), or

equipment not necessarily designed in house but having a 60% IC, is intended for procurement from the

domestic industry.

The new DPP has divided the ‘Make’ projects into two categories, Make-I (Government Funded) and Make-

II (Industry Funded), apart from giving a decisive say to the Micro, Small and Medium Enterprises (MSMEs).

For Make-I projects, the government would lead in funding prototype development by the industry; whereas

for Make-II projects, which are largely confined to import substitution, the industry that would bear the full

costs of development.

Introduction of L1-T1 methodology for award of contracts: In a significant change from the past, DPP 2016

has introduced the L1-T1 methodology for selecting the supplier of military goods under the ‘Buy’ and ‘Buy

and Make’ schemes. Under this methodology the final bidder would not necessarily be selected on the basis

of lowest price quoted by the technically compliant vendors (the so-called L1 methodology), but by a

combination of price and superior technology offered by the qualified vendors.

An increase in the offset threshold limit: DPP 2016 has raised the offset threshold limit from `3 billion to `20

billion.

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OUR BUSINESS

This section should be read in conjunction with “Risk Factors”,“Management’s Discussion and Analysis of

Financial Condition and Results of Operations” and “Financial Statements” on pages 17, 236 and 162,

respectively.Our restated financial information for the Fiscals 2014, 2015 and 2016 and the half year ended

September 30, 2016 included in this Draft Red Herring Prospectus is prepared under the Indian GAAP. Further,

with effect from April 1, 2016, we are required to prepare our financial statements in accordance with the Ind AS.

References to “restated” below are to our restated financial information for the Fiscals 2014, 2015, 2016 and the

half year ended September 30, 2016 prepared under the Indian GAAP.

Overview




training.















Vikramaditya.





















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Competitive Strengths

We believe we benefit from a number of strengths that together differentiate us from our competitors:

One of India's leading public-sector shipyards catering to both commercial clients as well as clients engaged

in the defence sector with a multitude of offerings for a broad range of vessels across life cycles


the CRISIL Report. We have catered to both commercial clients and clients engaged in the defence sector

evidenced by our revenues from shipbuilding and ship repair operations in recent Fiscals as set our below:

(in ` million)


Shipbuilding

Clients engaged in the defence sector 14,572.34 12,338.08 15,053.09

Commercial Clients 991.63 1,331.69 1,179.35

Total 15,563.97 13,669.77 16,232.44

Ship repair

Clients engaged in the defence sector 1,062.48 536.78 2,818.33

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(in ` million)


Commercial Clients 1,224.03 1,440.92 822.21

Total 2,286.51 1,977.70 3,640.54

Grand Total 17,850.48 15,647.47 19,872.98

Shipbuilding for clients engaged in the defence sector is complex and time-consuming, whereas commercial

shipbuilding, while relatively less complex, is subject to business cycles. Catering to both commercial clients and

clients engaged in the defence sector has helped us to address these issues relatively better. We are currently

building India's first IAC for the Indian Navy and have recently delivered the last FPV (in a series of 20) to the

Indian Coast Guard prior to the delivery date. We have also built two of India’s largest double hull oil tankers,

each of 92,000 DWT (Source: CRISIL Report) for SCI and recently delivered a large deck cargo cum jacket

launch barge for NPCC.


Ships, on an average in the Fiscals 2014, 2015 and 2016, respectively where our scope of work varied from

normal wear and tear to complex repairs. We also recently completed refits of INS Aditya, INS Sukanya, INS

Shardul, INS Viraat and INS Vikramaditya for the Indian Navy. We have also undertaken major revamping and

refurbishing of oil rigs involving steel renewal, up-gradation of drilling, cementing, mechanical, HVAC and

piping systems in almost all the major offshore vessels and rigs of ONGC.

Our top customers include the Indian Navy and the Indian Coast Guard. These top two customers together

accounted for 87.69%, 82.46%, 89.94% and 73.16% of our revenue from operations in Fiscals 2014, 2015, 2016

and the half year ended September 30, 2016, respectively. The Indian Navy has praised us for our high production

standards, quality construction and timely delivery. (Source: https://www.indiannavy.nic.in/content/vikrant-

navys-first-indigenous-aircraft-carrier-launched)

Our Marine Engineering Training Institute began in 1993 and we facilitate the DGS approved GME residential

course for mechanical and naval architect engineering graduates. We also have a NABL accredited material testing

laboratory.

We believe that our diverse experience and multiple offerings put us in a good position to benefit from the recent


opportunities is expected from Indian clients engaged in the defence sector as well as the Indian PSUs.

Modern facilities and infrastructure and integrated capabilities to deliver quality products and services

We believe that the state of the art infrastructure and facilities available at our shipyard combined with our vast

expertise give us a significant edge over our domestic peers. While our proposed Dry Dock project will be set up

on our existing shipyard premises, the ISRF will be set up on land near our shipyard leased from the Cochin Port

Trust (“CoPT”). We believe that our modern facilities and infrastructure and integrated capabilities have helped

us built a strong reputation for quality and timely delivery over decades of doing business with both our Indian

and international clients.

Our integrated shipbuilding infrastructure at the shipyard allows us to undertake structural, machinery and

electrical design and to prepare detailed production engineering drawings. During the shipbuilding design process

3D hull, piping and electrical models are created, ensuring optimum, error free ship designs. Inputs for various

NC equipment are also generated on these systems. Quay III, which is used for shipbuilding, has a length of 630m

and has two LLTT cranes with capacities of 40T and 20T, respectively.

Our ship repair facilities include our Ship Repair Dock measuring 270m x 45m x 12m that enables us to undertake

the repair of vessels with a maximum capacity of 125,000 DWT. Our shipyard currently has one of the largest

ship repair capacities among the Indian public sector shipyards (Source: CRISIL Report). Additionally, we have

two quays, Quay I with a length of 290m and a 15T cranage and Quay II with a length of 208m and a 10T cranage.

Both quays have LLTT cranes.

Order book with a strong customer base of reputable ship owners and marquee clients

Shipbuilding



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We have built a variety of vessels ranging from bulk carriers, tankers and passengers ships to offshore support

vessels and port crafts. In the last five years, we have built and delivered over 35 vessels to clients worldwide.

We have built and repaired vessels and provided other offshore project services to some of the biggest corporates,

both in India and globally. Our Indian clients include the Indian Navy, the Indian Coast Guard, SCI, ONGC,

DGLL and DCI. Our key foreign clients include NPCC, the Clipper Group, Vroon and SIGBA AS.

We are currently building India's first IAC for the Indian Navy. We are also currently constructing two 500

passenger cum 150 ton cargo vessels and two 1200 passenger cum1000 ton cargo vessels for the A&N

Administration, two Ro-Ro vessels for the Kochi Municipal Corporation and a vessel for one of GoI's projects.

Ship repair

We commenced ship repair operations in 1978 and have, over the years, developed adequate capabilities to handle

complex and sophisticated repair jobs. We have also entered into special MoU arrangements to enhance our ship

repair business. For example, we repaired LDCL and DCI vessels under our respective MoUs with them.


the WSV Samudhra Nidhi for SCI, and on the Dredge VIII and Dredge XIX for the DCI and MV Kavaratti for

LDCL. In the last Fiscal, we believe our docks were running at full capacity due to which we had to turn away

certain new requests.

Competitive cost structure and efficient operations

We believe that we offer our clients competitive cost structures for their shipbuilding and ship repair needs. We

have implemented measures to help ensure that our operations run efficiently. We seek to achieve optimum

utilisation of our full capacity through effective production planning and scheduling and have delivered or are in

the process of delivering all the vessels we have contracted for, including in certain cases, delivery ahead of

schedule such as some of the FPVs for the Indian Coast Guard and deck cargo cum launch barge for NPCC. In

some cases where we were able to deliver the vessels ahead of schedule to our customers, we were able to secure

additional bonuses over and above the cost of the ship including from the Clipper Group as well as repeat orders

from satisfied clients. We are committed to the timely delivery of vessels and place great emphasis on the quality

of our construction. This helps to minimise the need to undertake rectification works for defects or non-

compliance with our customers’ specifications, and reduces our exposure to liquidated and other damages under

our shipbuilding contracts.

We believe we have achieved further cost savings through our cost management activities. We operate an efficient

system of sub-contracting which aids multiple repair projects and production planning. For example, rather than

maintaining a large number of full time employees, we employ a significant number of contract labour workers,

enabling us to keep the size of our workforce flexible based on our requirements. As of January 31, 2017, we had

1,836 full time employees, one employee on deputation from other government organisations and 589 contract

employees. As of January 31, 2017, we also employed a minimum of 2,597 sub-contract workers on a daily basis.

We also seek to manage the cost of the engines and other equipment used in our vessels by obtaining quotes from

our approved vendors and the cost of our raw materials and components through the selection of suppliers and

subcontractors based on several criteria, including the pricing and the quality of their products and reliability of

their services. Generally, we avoid buying from intermediaries and prefer to deal directly with manufacturers so

as to form long-term relationships with these manufacturers, and wherever possible, obtain better pricing terms.

Our shipyard is strategically located along the west coast of India, on the main sea route connecting the Persian

Gulf to Asia, and is approximately 610 nautical miles from Mumbai, a busy international maritime route that is

conveniently located for ships travelling on this route in need of repair. In addition, our shipyard is located close

to the offshore oil fields on the western coast of India and relatively close to the Middle East, which we believe,

will be an advantage in tapping the offshore rig market. Due to our shipyard's proximity to the Kochi port, we

are well-positioned to benefit from the port’s infrastructure facilities such as its approach channel and navigation

facilities.


experienced professionals

We are one of India's leading shipyards, making us an employer of choice and providing a better incentive to our

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management to continue to pursue excellence in our businesses. Each of our key management staff has, on

average, more than 25 years of experience in the industry and has been with our Company for an average of two

decades. Some of our senior management have grown within our organisation from trainee positions to head their

respective departments. We believe that our organisational culture and experienced board and senior management

have been instrumental in helping us achieve a low cost structure, continuous profit margins, efficient operations,

short delivery schedules, relatively lower attrition and fewer employee disputes.

We have a large pool of experienced naval architects, engineers and draftsmen. We believe that our employees

are instrumental to our success including for the quality of our products and services and our ability to operate in

a cost-efficient manner. We focus on the overall development of our employees through the implementation of

training programmes to enhance employee loyalty, reduce attrition rates, improve skills and service standards and

increase productivity. For example, we provide regular in-house training for our employees such as skill

development programs for various specialised tasks. We also have a MoU with Cochin University of Science and

Technology (“CUSAT”) that provides two seats for their M. Tech degree course in marine engineering annually

for executives or officers sponsored by us.

Continuous profits leading to robust financial performance

We are a profitable and dividend paying shipyard. Our Company has posted profits continuously in the last five

Fiscals. Our total revenues, and PAT have increased from ̀ 14,737.01 million and ̀ 1,553.28 million, respectively,

in fiscal 2012 to `20,992.84 million and `2,858.29 million, respectively, in Fiscal 2016 at a CAGR of 9.25%,

and 16.47%, respectively. For the half year ended September 30, 2016, our total revenues and PAT were

`10,274.61 million and `1,845.24 million respectively. Additionally, we have continuously delivered positive

RoE margins over the last four Fiscals.

We paid dividends to our shareholders at rates of 15%, 15%, 15%, 15% and 76.50% in Fiscals 2012, 2013, 2014,

2015 and 2016. Our strong liquidity position in terms of total cash of ` 21,191.54 million as of January 31, 2017,

enables us to continue to stay invested in our business and to consistently pay our suppliers on time and benefit

from supplier goodwill.

The strength of our balance sheet in terms of liquidity and indebtedness provides us with a number of competitive

advantages, such as lower finance costs and better financial terms for our future borrowing needs. As of January

31, 2017, we had fund based indebtedness in the form of tax free infrastructure bonds amounting to `1,230.00

million (excluding interest due on these bonds). Apart from this, our Company had availed of non-fund based

facilities of `1,009.89 million and USD26.46 million. Our listed debentures has been rated AA+ since 2014 by

various agencies including IRRPL and CARE.

Our Strategies

Our objective is to enhance our market position by expanding our capabilities, capitalising on opportunities both

in domestic and international markets in our industry and to enhance our competitiveness. Our business strategies

are:

Expand our capabilities through our proposed Dry Dock and International Ship Repair Facility

We are in the process of developing our Dry Dock and ISRF. Once developed, we believe that these new

facilities will expand our existing capabilities significantly and help us build and repair a broader variety of

vessels including new generation aircraft carriers and oil rigs, which are expected to be key growth drivers in

the short to near long term. The process of setting up an ISRF will allow us to undertake repair of a broader

range of vessels.

Dry Dock

In addition to our existing dock, we are in the process of building a Dry Dock at a total estimated cost of ̀ 17,989.91

million. The length of the Dry Dock will be greater than the length of our existing docks. The larger size of our

proposed Dry Dock will enable us to build and repair ships of higher capacity and large naval vessels such as

aircraft carriers. Further, the greater width of our Dry Dock will also enable us to undertake building and repair

of rigs, within our shipyard.

In relation to our proposed Dry Dock, HaskoningDHV India Private Ltd has prepared a Detailed Project Report

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dated October 5, 2016. We have also completed the Environmental Impact Assessment study and have obtained

environmental clearance from the MoEFCC. The environmental clearance is subject to certain conditions

including obtaining prior clearance of the wildlife from the standing committee of the National Wildlife Board.

For more details, see “Risk Factors – The environmental clearance for our new Dry Dock is subject to the final

order in the matter of Goa Foundation v. Union of India and amongst others, the prior clearance of the Standing

Committee of the National Board for Wildlife.” on page 20 and see “Governmental and Other Approvals” on

page 271.

ISRF

We entered into an agreement for development and operation of an international ship repair facility dated

December 24, 2012 with Cochin Port Trust under which we are in process of setting up an ISRF which inter-alia

contains provisions for liquidated damages, indemnity and termination. For the ISRF, we have leased

approximately 8.12 hectares of land and 15 hectares of water body from CoPT, including their existing ship-repair

facility, for a period of 30 years pursuant to the lease deed dated April 12, 2013. Since then, we have begun using

the existing dry dock and allied facilities in the leased area for carrying out ship repair in a limited way.

The ISRF will comprise of a ship-lift, transfer system and allied facilities to be built at an estimated investment

of ̀ 9,694.1 million. We have appointed a consortium of Inros Lackner SE and Tata Consulting Engineers Limited

as project consultants. A detailed project report was prepared by the project consultants and received the GoI

approval on May 19, 2016. The Expert Appraisal Committee has already recommended for environmental

clearance for the project from the MoEFCC. For more details, see “Risk Factors – The environmental clearance

for our new Dry Dock is subject to the final order in the matter of Goa Foundation v. Union of India and amongst

others, the prior clearance of the Standing Committee of the National Board for Wildlife.” on page 20 and see

“Governmental and Other Approvals” on page 271.

Build a strong order book by bidding vigorously for projects to be awarded by the Indian PSUs and defence

sector pursuant to ‘Make in India’ initiative

We believe we are well-positioned to benefit from the recent ‘Make in India’ initiative pursuant to which the GoI

is keen to encourage defence manufacturing in India. Policy initiatives such as granting infrastructure status to

shipbuilding, granting right of first refusal to Indian shipyards for shipbuilding and ship repair work of the Indian

PSUs and support through the new financial assistance scheme are expected to provide a steady pipeline of orders

and become key drivers of growth.

Our proposed Dry Dock and ISRF will increase our ability to build, repair and service a broader range of vessels

including vessels of larger capacities. As we are one of the very few commercial shipyards to have won defence

orders from the Indian Navy and the Indian Coast Guard in the past, and have been able to deliver successfully

on these mandates, we believe that we are well positioned to take advantage of future orders placed by the Indian

Navy and other Indian PSUs. We believe that we have an advantage over other defence PSUs, as they currently

do not have the capacity to construct certain types of ships especially those of bigger dimensions such as the IAC.

The GoI also plans to promote inland water transportation and coastal shipping. We believe that this will present

several opportunities including building high speed ferry crafts, dredgers, ropax vessels and large capacity

passenger ships. This will create demand for shipbuilding and ship repair services, which we believe we are well

equipped to deliver. For example, we have recently bid in respect of a tender by Hooghly Dock & Port Engineers

Ltd (“HDPEL”), a GoI enterprise, for the upgradation, operation, maintenance and management of two of its

shipyards at Salkia and Nazirgunge located at Howrah, West Bengal.

Continue to enhance our construction quality and delivery time and enhance our price competitiveness in

order to increase our market share

We believe that our emphasis on quality of construction and timely delivery has been a key factor in our ability

to attract new customers and to retain our existing customers. For example, we recently delivered seven FPVs for

the Indian Coast Guard ahead of the contractual delivery schedule. The final FPV (in a series of 20) was delivered

on December 30, 2016, ahead of the scheduled delivery date of March, 2017. We believe that we are achieving

the highest standards in India across in many areas of shipbuilding, such as plate preparation and cutting

processes, block fabrication, hull erection, outfitting, design and engineering, sourcing, procurement, and project

management.

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Furthermore, with the rising production cost globally, we believe there will be greater demand for offshore

support vessels and other commercial vessels that are built by shipyards with a competitive cost structure and

which can offer vessels at competitive prices. With our in-house fabrication workshops, we intend to continue to

develop in-house capabilities in various manufacturing processes, thereby enabling us to lower our costs of

production and maintain our price competitiveness. We also believe our operations will benefit from our business

partnerships with firms like GTT.

We believe that continuing to enhance our production planning and sequencing processes and inventory

management will also help us to maintain our cost competitiveness and further reduce the construction period of

ships.

Strengthen our market leadership by continuously adding upgraded and new vessel models to our offerings

and expanding customer services

Leveraging our experience in building other vessels, we plan to expand our product offerings. We believe that

we are strong contenders for building the next aircraft carrier for the Indian Navy, due to our unique experience

in constructing such vessels. With this experience we will also be able to bid for other defence projects.

Furthermore, we believe that we are well-positioned to pitch for opportunities in the rig building and repair

business owing to our proximity to offshore locations.

With the construction of our proposed Dry Dock and ISRF, we will also be able to build and repair new vessel

models. We are well-positioned to follow the latest domestic and international standards for our new offerings.

We also plan to expand our operations to cover the entire life cycle of a broader range of vessels.

Continue to leverage our market position and our relationships with customers, suppliers and other business

partners to support our growth and improve our competitiveness

We plan to use our leading position in the Indian shipbuilding and ship repair industry to develop new relationships

with banks, suppliers, universities and colleges, technical schools, classification societies, ship design institutes,

as well as companies in upstream and downstream, oil and offshore services industries, and to create a favourable

environment for our sustainable development.

We plan to further strengthen our long-term cooperation with well-known universities, such as CUSAT, to jointly

provide training, carry out research and development, and develop a potential workforce to support our future

growth. We have also set up a section for the preparation of basic designs to enhance our design capabilities and

to cater to future design requirements.

We believe that these initiatives will also help us in attracting the best talent to Kochi by creating a network of

shipbuilding and ship repair experts and helping Kochi to become as an important center for shipping and related

businesses.

Our Current Order Book

As of September 30, 2016, our shipbuilding order book position is as follows:

Project/Vessel Client

FPV Indian Coast Guard

Confidential GoI

IAC Indian Navy

500 passenger cum 150 MT cargo vessel A&N Administration




Double ended Ro Ro Ferry Kochi Municipal Corporation

Double ended Ro Ro Ferry Kochi Municipal Corporation

Revenue to be recognised in future (in ` million) 30,783.28

We have not received any new ship building orders after September 30, 2016.

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As of September 30, 2016, the ship repair order book position in terms of revenue to be recognised in future (only

orders where value of outstanding order is greater than ` 50.00 million) is ` 4,019.42 million. We have received

the ship repair orders (greater than ` 50.00 million) after September 30, 2016 aggregating to ` 2, 618.00 million

from our key clients.

The shipbuilding contracts we enter into with our customers stipulate the agreed specifications of the vessel and

certification society with which the vessel is intended to be certified. Typically, we are permitted to subcontract

any portion of the construction work of the vessel to subcontractors, other than few major sub-contract tasks such

as the main hull structure and superstructures for which we require the prior approval of the client.

Our Product Offerings

Shipbuilding

We are one of the largest public-sector shipyards in India, with a shipbuilding capacity of 110,000 DWT. Our

shipbuilding operations consist of the construction of vessels for clients engaged in the defence and in the

commercial sector shipping industry. Vessels built by us include tankers, bulk carriers, offshore support vessels,

barges, buoy tender vessels, FPVs, passenger vessels, and aircraft carriers.

We also run a NABL-accredited material testing laboratory which operates as an independent test house. All

sections of the laboratory have been designed and equipped with instruments to cater to our quality assurance

activities and to extend similar services to the neighbouring institutions, industries and government organisations.

Some of the vessels we have built in the past or are currently in the process of building include:

Clients engaged in the defence sector

IAC: India’s first IAC is being designed by the Indian Navy and built by us. It is one of the Ministry of

Defence’s most prestigious warship projects. It is India's first IAC.

FPV: We recently constructed 20 FPVs for the Indian Coast Guard. The primary role of these vessels includes

fisheries protection and monitoring, patrol within Exclusive Economic Zone (“EEZ”), coastal patrol, anti-

smuggling, search and rescue operations and anti-piracy operations. These vessels also provide

communication links & escort convoys during time of war and hostility. These high speed boats are weight

sensitive and require extensive use of aluminium. We have developed special techniques to ensure high

quality welding and fabrication of aluminium structures for these vessels.

Clients engaged in the commercial sector

Double hull tanker: The vessel was designed as a single screw, diesel-driven double hull tanker carrying oil

in bulk with machinery space and all accommodations, including a navigation bridge. We have built double

hull tankers for the SCI.

Bulk carrier: This ship was designed and built as a single screw diesel engine driven bulk carrier for

unrestricted worldwide service. The vessel complies with the requirements for type “B” ships defined by the

International Convention on Load lines, 1966. Among other customers, we have built bulk carriers for the

Clipper Group, Bahamas.

Dredger: We constructed a 1700 cu m trailer suction hopper dredger for the Chennai Port Trust which was

delivered in May 2004.

Buoy Tender Vessel: This is a specialized multi-purpose ship which is used for transportation and placement

of buoys in position at deep seas, recovering and maintenance of buoys, towing and mooring of light vessels,

distress management, transportation of equipment and materials in containers and for repair of light houses

in remote islands. The designs of these vessels are Rolls Royce Marine UT 755-S and they are being built

under the classification requirements of Indian Register of Shipping.

PSVs: Among others, our platform supply vessels are of the popular UT-755-L /UT- 755 LN design. The

vessel is designed for satisfying the specific demands of the offshore industry for transport of deck cargo,

pipes, liquid cargo and cement and unloading to rigs, production platforms, and pipe-laying barges. These

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vessels are the backbone of offshore oil fields industry which acts as a lifeline carrying all operational supplies

and stores to far offshore installation.

AHTSs: These vessels are high-end anchor handlers, equipped with two diesel engines and two controlled

pitch propellers. In addition to the anchor handling facility, these vessels have all the capabilities of a PSV.

These vessels are used as support platforms for oil rigs and platforms. We have built these vessels for SCI.

In relation to our building of defence vessels, our key customers include the Indian Navy and the Indian Coast

Guard. In relation to our commercial vessels, our key customers include the Clipper Group, SCI, NPCC, Vroon,

SIGBA AS, DGLL and A&N Administration. In relation to our offshore offerings, our key customers include

SCI.

Ship repair

We commenced ship repair operations in 1978 and have undertaken repairs of all types of ships including the up-

gradation of ships of the oil exploration industry as well as periodical maintenance, repairs and life extension of

ships of the Indian Navy, UTL, Indian Coast Guard, Fisheries and Port Trust as well as merchant ships of SCI and

ONGC and various other private owners.

Clients engaged in the defence sector


Ships, on an average, in the Fiscals 2014, 2015 and 2016, respectively where our scope of work varied from

normal wear and tear to complex repairs. We also completed refits of INS Aditya, INS Sukanya and INS Shardul

for the Indian Navy. We are the only shipyard to have undertaken dry dock repairs of aircraft carriers INS Viraat

and INS Vikramaditya, for the Indian Navy.

Clients engaged in the commercial sector


the WSV Samudhra Nidhi for the SCI, and on the Dredge VIII and Dredge XV for the DCI. Additionally, we have

entered into special arrangements to enhance our ship repair business. For example, we entered into MoUs with

LDCL and DCI in 2013 to take up the dry dock and afloat repairs of some of their vessels.

Marine Engineering Training

We have a Marine Engineering Training Institute through which we facilitate the DGS approved GME residential

course under STCW-2010 for mechanical and naval architect engineering graduates. There are 140 sanctioned

seats per year which are filled in two batches with 108 trainees admitted in January and 32 admitted in August.

We also offer additional courses including six months practical training for marine engineering students from

colleges affiliated to universities, fire prevention and firefighting and elementary first aid training. The students

are either sponsored by shipping companies or directly enrolled.

Material Testing Services

We operate a material testing laboratory, established on our premises in 1972. Our laboratory is one of the leading

material testing laboratories in Kerala, in the field of chemical, mechanical and non-destructive testing of metals,

welds and alloys. The laboratory is an independent test house and all sections of the laboratory have been designed

and equipped with instruments to cater to our quality assurance activities and to extend similar services to the

neighbouring institutions, industries and government organisations. Our material testing laboratory has been

accredited by the NABL.

Offshore vessels

We have also offered offshore project services since 1996 and upgradation services since 1999. We have

undertaken a number of offshore projects for ONGC.

We have been undertaking repair and revamping of oil rigs since 1986. We have undertaken major revamping and

refurbishing of oil rigs at our shipyard involving steel renewal, up-gradation of drilling, cementing, mechanical,

HVAC and piping systems in almost all the major offshore vessels and rigs of ONGC. In addition, we have

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upgraded the drilling capacity of rigs and also worked in the upgradation of a drilling rig, the first by an Indian

shipyard. We have successfully completed the offshore project for spudcan repairs of Sagar Ratna at Bombay

High by loading her on a self-propelled submersible barge which required a high level of project management

efficiency with coordination of various activities and logistical support. Another project of similar nature was the

clamp on project of ONGC at HB, HD & HE platforms in Heera fields.

Our Operations

Shipbuilding Process

Construction and delivery of a vessel can generally range between 12 to 48 months depending on the type of ship.

We undertake new shipbuilding contracts taking into account the existing delivery schedules of our ongoing

projects.

The following diagram illustrates our shipbuilding process:

Payment Terms

The contract price is typically payable in instalments. Typically, 10-20% is paid at the time of signing of the

agreement and keel laying and the rest is paid immediately before the delivery of the vessel. The contracts also

usually provide for liquidated damages in the event of any delay in delivery. In certain instances, the contracts

also provide for an additional bonus payment in the event of construction and delivery ahead of schedule. We are

typically required to insure the vessel against all risks, typically from the time of keel-laying to the date of delivery

of the vessel to our customer. We typically provide a warranty period of 12 months following the delivery of the

vessel, which covers all parts of the vessel and equipment manufactured, furnished or supplied by us.

Quality Assurance and After Sales Service

We believe that the quality of our vessels and the services that we provide to our customers are crucial for our

continued growth. As of January 31, 2017, our quality control department consists of 60 personnel and is headed

by S Varadarajan, who has more than 30 years of experience in the shipbuilding and ship repair industry. As of

January 31, 2017, the department comprises of 14 officers and various support personnel.

Every commercial vessel built by us is certified by a qualified shipping classification society. A classification

society certifies that a vessel has been built in accordance with the rules of the society. Our ability to construct

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vessels that conform to the different standards and requirements of these classification societies reflects our ability

to construct vessels that are acceptable worldwide.

We have an established set of quality control assurance and monitoring procedures applicable to every stage of

the vessel construction process. Visual inspections are conducted throughout the construction process for

adherence to the production and design blueprints. Weld joints are tested by various non-destructive testing

(“NDT”) procedures in accordance with the plan approved by the client and the relevant classification society.

We use advanced design software in our construction process. Equipment testing, system trials and sea trials are

conducted prior to delivery of the vessel to our customers. If rectification work is required as part of our

contractual arrangement, retrials are undertaken prior to delivery to ensure that the vessel meets all requirements

and specifications required.

In relation to ship repair, a quality control cell has been established which ensures quality in hull and machinery

repair. Quality control in hull repairs is ensured through testing of weld joints through NDT procedures in the

presence of representatives of classification societies. Quality of machinery repairs is ensured through testing of

systems and equipment in the presence of the owner's representative and with the help of OEM engineers.

Our Facilities

The following diagram illustrates our shipyard:

The infrastructure and facilities available at our shipyard have received various accreditations. For more details,

see “History and Certain Corporate Matters – Awards and Recognition” on page 136. Our Company also owns

and operates a grid connected captive solar power plant of total capacity of 335 KW.

Shipbuilding

Our shipbuilding facilities include a dry dock, steel stock yard, hull shop, assembly shop, pipe and sheet metal

shop, testing laboratory for quality control and marine coating shops.

Our dock measures 255 x 42.8 x 9 M and can build ships up to 110,000 DWT. This dock and the grand assembly

area are served by two gantry cranes. We are generally following an Integrated Hull Outfit and Painting (“IHOP”)

system of construction, as followed in Japanese yards, for the sound and efficient construction of the vessels.

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Our steel stockyard has an area of 18,000 sq. mt. and is aided by two gantry cranes of 25T each and one

semi-gantry crane of 25T. Our hull shop, built on a covered area of approximately 55,000 sq. mt., is self-sufficient

with infrastructure required for fabrication of hull blocks up to 50T. The shop is provided with EOT cranes (50T)

for along the bay movements and gantry crane (20T) and trailers for across the bay transfer of materials. We have

two transporters with capacities of 150T and 100T, respectively. Equipment available in the hull and pipe shops

includes machines for mangling, blasting and priming, steel cutting, steel plate shearing, frame and beam bending,

section cutting, welding, welded panel cutting, one-side welding and pipe bending.

Our assembly shop includes a telescopic sliding roof and two gantry cranes which span over it and the building

dock. Hull blocks up to 300T can be jumboised here and erected in the building dock using the gantry crane. We

undertake structural, machinery and electrical design and prepare production drawings. We also have, on our

premises, a well-equipped laboratory capable of undertaking relevant NDT tests. Finally, we also have seven

covered, humidity-controlled marine coating shops of 20 x 20 x 12.5 M each equipped for blasting and painting

fabricated units in controlled and favourable ambient conditions.

Ship repair

Our ship repair facilities include a dock measuring 270 x 45 x 12 M that enables us to undertake repairing of

vessels of up to 125,000 DWT. In addition, we have two quays with 15T and 10T cranage, respectively and LLTT

cranes.

Major equipment at our engine and machine shop includes heavy duty lathes, plano miller, dynamic balancing

machine, bar boring equipment, inside grinding machine, horizontal drilling machine, cylindrical grinding

machine, shrinkage equipment, high pressure water jet blasting machines, electric shop for overhauling or

rewinding of motors and testing, instrumentation calibration shop, hydraulic piping repairs, fabrication facilities

and a carpentry shop.

Our Collaborations

We have been successful in forging business partnerships with leading technology players in our business. Some

of the MoUs we have entered into include

Business Partner Date Scope of work

LDCL April 12, 2013 We undertake dry-dock and afloat repairs of their vessels.

CUSAT May 26, 2014 CUSAT has reserved two seats in their MTech degree course in

marine engineering for our executives. We provide lab facilities

and internships to CUSAT students under the MoU.

DGLL October 21, 2015 We undertake dry-dock repairs of their vessels on a nomination

basis.

DCI November 2, 2015 We undertake repair of DCI's dredgers on a nomination basis.

Techcross November 4, 2015 We receive technical support and engineering and provide

shipyard support services to Techcross such as office,

warehousing and installation services. We also operate a joint

marketing framework with Techcross for marketing of various

BWTS products and operate a preferential price tier system to

allow our customers access to Techcross' BWTS products at

competitive rates.

Wartsila

January 13, 2016 Wartsila has set up a containerised, self-sufficient workshop

within our shipyard, primarily catering to propeller metallurgical

repairs. We derive rental income from this workshop. Wartsila

also provides training to our personnel in relation to repair of

Warstila engines.

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Competition

We operate in a competitive environment and we expect to face greater competition from existing competitors

located both in India and globally, and in particular from shipyards in China, South Korea and Japan. We compete

on the basis of our ability to fulfil our contractual obligations including the timely delivery of vessels constructed

or repaired by us, our shipyard's capacity and capabilities and the price and quality of the vessels we construct.

Some of our competitors have more resources than us, while certain competitors may have lower cost of

operations. In addition, certain competitors may have competitive advantages in building or repairing certain

types of vessels compared to us. Our competitors in defence shipbuilding are Mazagon Dock Shipbuilders

Limited, Goa Shipyard Limited, Garden Reach Shipbuilders and Engineering Limited, L&T Shipyard, and

Reliance Defence and Engineering limited. Our competitors in commercial shipbuilding in India include Bharati

Shipyard, ABG Shipyard, Reliance Defence and Engineering and L&T Shipyard.

We also face competition from L&T Shipyard, Reliance Defence and Engineering Limited and Hindustan

Shipyard in the defence ship repair segment and from Colombo dockyard, Dubai dry dock, Arab ship repair yard

and Keppel, Singapore in the commercial ship repair segment. For further details, see “Industry Overview” on

page 94.

Sales and Marketing

As of January 31, 2017, our business development department had 13 employees. We also use reputed

international ship brokers to develop business in foreign markets. We focus on targeting existing customers and

strive to further develop our relationship with our customers by providing a proactive after-delivery service and

responding to feedback. We believe that our customer-driven philosophy of quality, service and integrity leads

to close customer relationships, which provides us with opportunities to be invited to bid for new projects.

Human Resources

We have a group of dedicated, committed and highly skilled personnel and staff. As of January 31, 2017, our

Company employed a total workforce of 1,836 full-time employees, which comprised of 315 officers, 180

supervisors and 1,341 workmen and 990 trainees in various departments. All our employees are based in Kochi.

As of January 31, 2017, we also employed a minimum of 2,597 contract labour. Our contract workforce strength

undergoes regular change based on the necessity and work involved.

A significant number of our employees are unionized. We have collective agreements with various trade unions

that our employees are a part of. We believe that the relationship between our management and our employees is

good and we have not experienced any significant disputes with our employees in the last decade.

Employee Training

We recognise that our employees are an invaluable resource and that the competency and dedication of our

employees has been instrumental to our success. To help ensure that our employees are equipped with the

necessary skills and expertise, we conduct various training programs for our employees. Such training programs

are either conducted in-house by our senior staff or external faculty and they involve both classroom lessons and

on-the-job training by qualified instructors.

Property

Our registered office and corporate office are located on the same premises as our shipyard, which is on land

owned by us. The Dry Dock is proposed to be situated on our owned premises. However, we plan to set up the

ISRF on land leased, and to be leased, from the CoPT.

Insurance

Our shipbuilding contracts require us to maintain a builder's risk insurance policy and insure our vessels (including

all machinery, materials, equipment, appurtenances and outfit that are to be delivered to our customers for their

vessels or built onto, or installed in or upon their vessels, including supplies provided by our customers) against

all risks, typically from the time of keel-laying to the date of delivery of the vessels to our customers. The amount

insured is typically at least equivalent to the aggregate of the payments made to us by our customers or the contract

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price. These insurance policies are in accordance with our shipbuilding contracts and we believe that they are

adequate for our business operations.

In relation to our ship repair contracts, we hold a ship repairer's liability insurance policy covering all vessels

under repair, which is renewed annually. We also arrange warranty insurance policies for the vessels delivered to

cover the guarantee obligations of our shipyard, on a case by case basis.

Furthermore, we maintain a standard fire and special perils insurance policy covering the whole factory and

associated assets, which is renewed every year in addition to our public liability insurance, directors and officers'

liability insurance and marine hull insurance.

We are required to contribute to social security contributions including provident fund contributions, gratuity,

pension, medical insurance and group personal accident insurance covering death, permanent partial disability or

permanent total disability due to work related accidents or otherwise of our employees in accordance with the

Indian legal and regulatory requirements. Except for the aforementioned policies which are required by law, we

have not taken up any other policies for our employees.

Health, Safety and Environment

We have an effective risk management system with self-regulatory processes and procedures for ensuring that

the business is conducted in a risk conscious manner. Under our risk management system, operational,

contractual, financial, business and reputational risks arising are assessed by the respective risk owners and

suitable mitigating measures are taken in advance.

We are committed to creating and maintaining a safe work environment on an ongoing basis. We are subject to

extensive health, safety and environmental laws, regulations and production process safety and environmental

technical guidelines which govern our processes and facilities. For further details, see “Regulations and Policies”

on page 129. We have implemented a health and safety system to inform new employees of our work and safety

policies. Our employees holding supervisory positions are required to ensure that all employees comply with

these policies.

We also focus on raising safety awareness among our employees and subcontractors’ workmen through various

in-house and onsite training programs. For example, in 2016, first aid training was given to employees across

departments to make the workplace safer, improve the team members' ability to save a life and prevent an injury

from becoming serious.

Industrial Security

The physical security of our shipyard has been entrusted to an external body. As per the security arrangements,

we have round-the-clock waterfront patrolling, with armed personnel and wireless CCTV surveillance systems

covering all critical locations and installations in our shipyard. We also have a biometric access control system

for various categories of persons entering our shipyard. There is a visitor’s facilitation centre for the scrutiny

and verification of the credentials of visitors to our Company.

Apart from this, additional special systems and measures continue to be employed for the complete security of

the IAC, such as an exclusive entry pass and special surveillance system and a special waterside security net.

We also have a cyber security policy in place.

Our security systems have not experienced any security breach or incident in the last three Fiscals. An industrial

security audit is conducted and a joint survey is conducted by us through an external agency annually.

Information Technology

Information technology is an essential element of our operations infrastructure. We invest in information

technology as its use directly lowers cost, enables scalable operations, improves efficiency, reduces business

continuity risks and enables a secure enterprise.

We use an integrated information technology system through ERP, which covers major aspects of our business,

including shipbuilding, ship repair and other areas of the shipyard as well as our administrative and corporate

departments. The stabilisation phase of our ERP system was completed in December, 2014. Our information

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technology systems provide for the real time exchange of accurate information between our departments.

Awards and Accolades

Over the years, we have received several awards and accolades including Shipbuilding Company of the Year in

2015. For further details, see “History and Certain Corporate Matters – Awards and Recognition” on page 136.

Certifications

We have been accredited with ISO 9001:2008 – Quality Management System Standard, ISO 14001:2004 –


System.

Intellectual Property

We have filed applications for registration of four trademarks including our corporate logo, under the Trademarks

Act, which is currently pending approval from the Registrar of Trademarks. For more details, see “Governmental

and Other Approvals” on page 271.

We believe we are one of the first Indian companies to obtain a license from GTT to use the patented membrane

containment system known as the Mark III Flex Membrane Technology to construct liquefied gas carriers. This

license allows us to utilise any of GTT's integrated tank techniques for transporting liquid gas, particularly

liquefied natural gas.

Our business or profitability is not materially dependent on any patent, grant of license from third parties,

industrial, commercial or financial contract (including a contract with a customer or supplier) or new production

process.

Corporate Social Responsibility

We believe in corporate responsibility and contributing to the communities in which we operate. While being

focussed on sustained financial performance, we are also aware of the necessity and importance of social

stewardship. We seek to enrich the lives of future generations through our efforts to improve the lives of less

privileged citizens, in relation to health, education, community development, capacity building and green

technology.

As part of our initiatives to realise our CSR vision, we facilitate integrated community development. We hope to

improve the quality of life, education and infrastructure of our communities and provide children with better

opportunities to learn and grow in a greener world and a more equitable society.

We spent ` 36.00 million, ` 42.25 million and ` 62.72 million in Fiscals 2014, 2015 and 2016, respectively in

accordance with our CSR policy. Key highlights of our CSR initiatives in Fiscal 2016 include:

Construction of toilet blocks at various schools such as RVUHS Cherai, GGHSS Mattanchery, GHSS

Kadamakkudy, GHS Kunnumpuram, Edappally North and GVHSS Njarakkal in Ernakulam district.

Financial support for procuring and installation of the latest radio therapy equipment, ‘Linear Particle

Accelerator’ at the General Hospital, Ernakulam.

Jyoti Comprehensive Education Programme (“JCEP”): smart classroom project for government schools.

Financial support for providing an ultra sound scanner and computed x-ray radiography equipment for

Ramakrishna Mission Sevashrama and minor renovation of the dispensary building.

Support for ‘Pratibha Theeram', a program promoting learning centres at coastal regions for fishermen's

children.

Drinking water project at the Chottanikkara Grama Panchayat.

Solar lighting of 75 tribal houses at Kunjippara village, Kuttampuzha panchayat.

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REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the Government

of India and other regulatory bodies that are applicable to our Company for running our business. The

information detailed below has been obtained from various legislations, including rules and regulations

promulgated by regulatory bodies, and the bye laws of the respective local authorities that are available in the

public domain. The regulations set out below may not be exhaustive and are merely intended to provide general

information to the investors and neither designed nor intended to substitute for professional legal advice. For

details of government approvals obtained by us, see “Government and Other Approvals” on page 271.

I. Regulations applicable to the Shipping Sector

(i) Industrial (Development and Regulation) Act, 1951, as amended (“I(D&R) Act”)

The I(D&R) Act has been liberalized under the New Industrial Policy dated July 24, 1991 and all

industrial undertakings are exempt from licensing except for certain industries such as ships and other

vessels drawn by power. The I(D&R) Act is administered by the Ministry of Industries and Commerce

through the Department of Industrial Policy and Promotion (“DIPP”). The main objectives of the

I(D&R) Act is to empower the Government to take necessary steps for the development of industries;

to regulate the pattern and direction of industrial development; and to control the activities,

performance and results of industrial undertakings in the public interest. The DIPP is responsible for

formulation and implementation of promotional and developmental measures for growth of the

industrial sector.

(ii) Merchant Shipping Act, 1958, as amended (“Merchant Shipping Act”)

The Merchant Shipping Act is the principal legislation that applies to ships that are registered in India

or which are required to be registered under this Act. The Merchant Shipping Act also provides for the

regulations governing the transfer, mortgage and sale of ships. Pursuant to the Merchant Shipping Act,

the National Shipping Board has been established for the development of Indian shipping industry.

With a view to ensure safety of the vessels, the Merchant Shipping Act makes it compulsory for the

installation of life saving appliance, fire appliance and radio telegraphy, radio telephone and direction

finder.

(iii) Merchant Shipping (Cargo Ship Construction and Survey) Rules, 1991 (“Merchant Shipping

Rules, 1991”)

The Merchant Shipping Rules, 1991 classifies the ships and prescribe the specifications relating to,

among other things, construction of hull including structural strength; construction and testing of

watertight bulkheads, decks and inner bottoms; construction and testing of watertight decks, trunks,

tunnels, duet keels and ventilators, watertight doors, ballast and bilge pumping and drainage

arrangements; the type of machinery, boilers and electrical installations required; unattended

machinery spaces including alarm and other safety systems; protection of cargo ships against shock,

fire, flooding; additional requirements for tankers; and periodical surveys of cargo ships.

(iv) Merchant Shipping (Construction and Survey of Passenger Ships) Rules, 1981 (“Merchant

Shipping Rules, 1981”)

The Merchant Shipping Rules, 1981 sets forth the requirements in relation to structure of the passenger

ship which includes watertight sub-division of compartments, fitting of collision bulkhead, double

bottom tanks and watertight recesses and trunk ways. It also prescribes requirements in relation to fire

protection, passenger accommodation, lighting and ventilation as well as the usage of space.

(v) The Legal Metrology Act, 2009 (“LM Act”)

The LM Act seeks to establish and enforce standards of weights and measures, regulate trade and

commerce in weights, measures and other goods which are sold or distributed by weight, measure or

number and for matters connected therewith or incidental thereto. The LM Act makes it mandatory to

obtain a license from the Controller of Legal Metrology by any person who manufactures, sells or

repairs any weight or measure. All weights or measures in use or proposed to be used in any transaction

or protection, are required to be verified and stamped at such place and during such hours as the

Controller of Legal Metrology may specify on payment of prescribed fees. Further, no person shall

import any weight or measure unless he is registered in such manner and on payment of such fees, as

may be prescribed. Various penalties have been provided for contravention of the provisions of the

LM Act. The penalty of using non-standard weight or measure may attract a fine of up to ` 20,000

and, a subsequent offence, may lead to penalties and imprisonment extending to three years along with

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fine. In case a person imports any weight or measure without being registered under the LM Act, he

may be punished with fine which may extend to `25,000. The LM Act also provides for provisions

relating to compounding of offences.

(vi) The Legal Metrology (Approval of Models) Rules, 2011 (“Approval of Models Rules”)

The Approval of Models Rules lay down provisions regarding approvals of models of weights and

measures. The Approval of Models Rules state that only recognised laboratories shall carry out tests

for approval of models. Application for approval of models needs to be made to the director of legal

metrology with the prescribed information. Once a model is approved, a certificate of approval is

issued, pursuant to which, a license to manufacture the model may be obtained from the State

Government. The procedure for issue, revocation and suspension of the certificate of approval is also

laid down in the Approval of Model Rules. The Approval of Models Rules have repealed the Standards

of Weights and Measures (Approval of Models) Rules, 1987.

(vii) Foreign Trade (Development and Regulation) Act, 1992 (“FTA”) and the Foreign Trade Policy

(2015 - 2020) (“FTP”)

The FTA provides for the development and regulation of foreign trade by facilitating imports into, and

facilitating exports from India. The FTP governs the export and import of goods and services in India

which require an import export code (“IEC”) number unless specifically exempted. Exports and

imports are free unless specifically regulated by the FTP or the Indian trade classification based on

harmonised system of coding which is used for regulating import and export operations. Under the

FTA, an IEC granted by the director general of foreign trade will be required to be obtained in the

event any import or export of the product is envisaged. Failure to obtain the IEC number attracts a

penalty of `1,000 or five times the value of the goods on which contravention is made or attempted,

whichever is more.

(viii) Shipbuilding Financial Assistance Policy (2016- 2026) (“Financial Assistance Policy”)

The Government of India has approved a new Financial Assistance Policy for the Indian shipyards to

provide them a level playing field vis-à-vis the foreign shipyards. Financial assistance at the rate of

20% of the “Contract Price” or the “Fair Price” as determined by international valuers, whichever is

lower, is to be granted to shipyards for shipbuilding contracts signed during April 1, 2016 to March

31, 2026. The 20% financial assistance would be provided for 10 years reducing at the rate of three

percent every three years.

(ix) Classification of Ships as per relevant class rules

In the case of commercial vessels, the design, construction and survey of the vessels have to satisfy

the rule requirements of relevant classification societies (selected by the owner). Classification

societies are authorised by flag states to issue statutory certificates on their behalf.

(x) Regulation of Foreign Investment in India

Foreign investment in Indian securities is governed by the provisions of the Foreign Exchange

Management Act, 1999, as amended (“FEMA”) read with the applicable FEMA Regulations.

Consolidated FDI Policy consolidates and supersedes all previous press notes, press releases and

clarifications on FDI issued by the DIPP. Consolidated FDI Policy will be valid until the DIPP issues

an updated circular. Foreign investment is permitted (except in the prohibited sectors) in Indian

companies either through the automatic route or the approval route, where approval from the

Government of India or the Reserve Bank of India (“RBI”) is required, depending upon the sector in

which foreign investment is sought to be made. Under the automatic route, the foreign investor or the

Indian company does not require any approval of the RBI or Government of India for investments.

Where FDI is allowed on an automatic basis without the approval of the FIPB, the RBI would continue

to be the primary agency for the purposes of monitoring and regulating foreign investment. Subject to

the provisions of the Consolidated FDI Policy, FDI is allowed under the automatic route in the

manufacturing sector.

(xi) The Electricity Act, 2003 (“Electricity Act”)

The Electricity Act consolidates the laws relating to generation, transmission, distribution, trading and

use of electricity. It lays down provisions in relation to transmission and distribution of electricity. It

states that the State Government can specify suitable measures for specifying action to be taken in

relation to any electric line or electrical plant, or any electrical appliance under the control of a

consumer for the purpose of eliminating or reducing the risk of personal injury or damage to property

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or interference with its use. Our Company has installed the captive power plant and solar power plant

for our own use. We do not transmit/ distribute or trade electricity as a licensee and hence a license is

not required in that regard.

(xii) Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations,

2010, as amended (“Electricity Regulations”)

The Electricity Regulations are framed under the Electricity Act, 2003 and they lay down the

provisions in relation to the safety provisions for electrical installations and apparatus of voltage

exceeding 650 volts. The said installation requires approval by electric inspector before

commencement of supply and recommencement after shutdown for six months for electrical

installations exceeding 650 volts.

(xiii) The Atomic Energy (Radiation Protection) Rules, 2004 (“Radiation Protection Rules”)

The Radiation Protection Rules are framed under the Atomic Energy Act, 1962 and they apply to

practices adopted and interventions applied with respect to radiation sources. Since our Company

stores certain radioactive materials, it is required to ensure certain compliances in relation to their

storage. The atomic energy regulatory board issues license under the said Act and Rules for possession

and operation of the industrial radiography exposure device(s) (“IRED”) containing radiography

source/ radiation generating equipment for industrial radiography purposes at authorised site(s). The

licensee shall obtain permission from AERB prior to the routine operation of each IRED after

procurement.

II. Regulations applicable to the Central Public Sector Enterprises

As a Central Public Sector Enterprise (“CPSE”), we are required to comply with certain laws and regulations

such as guidelines on corporate social responsibility and sustainability for central public sector enterprises,

Prevention of Corruption Act, 1988, the Central Vigilance Commission Act, 2003, and Right to Information

Act, 2005 amongst others.

III. Labour Law Regulations

We are required to comply with certain labour and industrial laws, which includes the Factories Act, 1948,

Employees’ Provident Funds and Miscellaneous Provisions Act 1952, the Employees State Insurance Act,

1948, the Minimum Wages Act, 1948, the Maternity Benefit Act, 1961, the Payment of Bonus Act, 1965,

Workmen’s Compensation Act, 1923, the Payment of Gratuity Act, 1972, Contract Labour (Regulation and

Abolition) Act, 1970, the Payment of Wages Act, 1936, Industrial Disputes Act, 1947, Industrial Employment

(Standing Orders) Act, 1946, the Apprentices Act, 1961, the Trade Unions Act, 1926, Equal Remuneration

Act, 1976, Public Premises (Eviction of Unauthorized Occupants) Act, 1971, the Indian Boilers Act, 1923,

and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

amongst others.

IV. Intellectual Property Laws

Intellectual Property in India enjoys protection under both common law and statute. Under statute, India

provides for patent protection under the Patents Act, 1970, copyright protection under the Copyright Act,

1957, trademark protection under the Trade Marks Act, 1999 and design protection under the Designs Act,

2000. The above enactments provide for protection of intellectual property by imposing civil and criminal

liability for infringement.

V. Environmental Laws

The business of our Company is subject to various environment laws and regulations. The applicability of

these laws and regulations varies with different operations. Major environmental laws applicable to the

business operations include:

(i) The Environment (Protection) Act, 1986, as amended (“EPA”)

The EPA is an umbrella legislation in respect of the various environmental protection laws in India. Under

the EPA, the Government of India is empowered to take any measure it deems necessary or expedient for

protecting and improving the quality of the environment and preventing and controlling environmental

pollution. This includes rules for, inter alia, laying down standards for the quality of environment, standards

for emission of discharge of environment pollutants from various sources as given under the Environment

(Protection) Rules, 1986, inspection of any premises, plant, equipment, machinery, examination of

manufacturing processes and materials likely to cause pollution. Penalties for violation of the EPA include

fines up to `100,000 or imprisonment of up to five years, or both. The imprisonment can extend up to seven

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years if the violation of the EPA continues. There are provisions with respect to certain compliances by

persons handling hazardous substances, furnishing of information to the authorities in certain cases,

establishment of environment laboratories and appointment of Government analysts.

(ii) The Air (Prevention and Control of Pollution) Act, 1981, as amended (“Air Act”)

The Air Act has been enacted to provide for the prevention, control and abatement of air pollution. The Air

Act was enacted with a view to protect the environment and surroundings from any adverse effects of the

pollutants that may emanate from any factory or manufacturing operation or activity. It lays down the limits

with regard to emissions and pollutants that are a direct result of any operation or activity. Periodic checks

on the factories are mandated in the form of yearly approvals and consents from the corresponding Pollution

Control Boards in a state. Pursuant to the provisions of the Air Act, any person, establishing or operating any

industrial plant within an air pollution control area, must obtain the consent of the relevant State Pollution

Control Board prior to establishing or operating such industrial plant. The State Pollution Control Board is

required to grant consent within a period of four months of receipt of an application, but may impose

conditions relating to pollution control equipment to be installed at the facilities. No person operating any

industrial plant in any air pollution control area is permitted to discharge the emission of any air pollutant in

excess of the standards laid down by the State Pollution Control Board.

(iii) The Water (Prevention and Control of Pollution) Act, 1974, as amended (“Water Act”)

The Water Act aims to prevent and control water pollution as well as restore water quality by establishing

and empowering the Central Pollution Control Board and the State Pollution Control Boards. Under the Water

Act, any person establishing any industry, operation or process, any treatment or disposal system, use of any

new or altered outlet for the discharge of sewage or new discharge of sewage, must obtain the consent of the

relevant State Pollution Control Board, which is empowered to establish standards and conditions that are

required to be complied with. In certain cases, the State Pollution Control Board may cause the local

Magistrates to restrain the activities of such person who is likely to cause pollution. Penalty for the

contravention of the provisions of the Water Act include imposition of fines, or imprisonment, or both.

(iv) The Water (Prevention and Control of Pollution) Cess Act, 1977, as amended (“Water Cess Act”)

The Water Cess Act provides for levy and collection of a cess on water consumed by industries with a view

to augment the resources of the Central and State Pollution Control Boards constituted under the Water Act.

Under the Water Cess Act, every person carrying on any industry is required to pay a cess calculated on the

basis of the amount of water consumed for any of the purposes specified under the Water Cess Act at such

rate not exceeding the rate specified under the Water Cess Act.

(v) The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016,

(“Hazardous Wastes Rules”)

The Hazardous Wastes Rules impose an obligation on every occupier of a facility generating hazardous waste

for safe and environmentally sound handling of hazardous waste generated at such facility. Every person

engaged in generation, processing, treatment, packaging, storage, transportation, use, collection, destruction,

conversion, offering for sale and transfer of hazardous waste, must obtain an approval from the applicable

State Pollution Control Board. The occupier, the importer, the transporter and the operator of disposal facility

are liable for damages to the environment or third party resulting from the improper handling and disposal of

hazardous waste.

(vi) Manufacture, Storage and Import of Hazardous Chemical Rules, 1989 (“Hazardous Chemical

Rules”)

Entities which engage in any industrial activity involving hazardous chemicals are required to adhere to the

Hazardous Chemical Rules. There are provisions in relation to major incidents involving hazardous

chemicals, safety measures as well as import and transport of hazardous chemicals.

(vii) Public Liability Insurance Act, 1991 (“Public Liability Act”)

The Public Liability Act, as amended, imposes liability on the owner or controller of hazardous substances

for any damage arising out of an accident involving such hazardous substance. A list of hazardous substances

covered by the Public Liability Act has been enumerated by the Government by way of a notification. The

owner or handler is also required to take out an insurance policy insuring against liability under the legislation.

The rules made under the Public Liability Act mandate that the employer has to contribute towards the

environment relief fund, a sum equal to the premium paid on the insurance policies. This amount is payable

to the insurer.

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(viii) The Solid Wastes Management Rules, 2016 (“Solid Wastes Rules”)

The Solid Wastes Rules applies to every domestic, institutional, commercial and any other non-residential

solid waste generator except industrial waste, hazardous waste, hazardous chemicals, bio medical wastes, e-

waste, lead acid batteries and radio-active waste, that are covered under separate rules framed under the

Environment (Protection) Act, 1986. As per the Solid Waste Rules, the local authority or panchayat is

required to make an application in Form-I for grant of authorisation for setting up waste processing, treatment

or disposal facility, if the volume of waste is exceeding five metric tonnes per day including sanitary landfills

from the State Pollution Control Board or the Pollution Control Committee, as the case may be. Any

municipal solid waste generated is required to be managed and handled in accordance with the procedures

specified in the Municipal Solid Wastes Rules. Penalties for contravention of the provisions of the Municipal

Solid Wastes Rules will be as specified in the EPA.

(ix) Construction and Demolition Waste Management Rules, 2016 (“Waste Management Rules”)

The Waste Management Rules applies to waste resulting from construction, re-modeling, repair and

demolition of any civil structure of individual or organisation or authority who generates construction and

demolition waste such as building materials, debris, rubble.

(x) The Batteries (Management and Handling) Rules, 2001, as amended (“Batteries Rules”)

The Batteries Rules are framed under the Environment (Protection) Act, 1986 and apply to every

manufacturer, importer, re-conditioner, assembler, dealer, recycler, auctioneer, consumer and bulk consumer

involved in manufacture, processing, sale, purchase and use of batteries or components thereof. It prescribes

the responsibilities of manufacturer, importer, assembler and dealers of the batteries as well as lays down the

responsibilities of the recycler of the batteries.

(xi) E-Waste (Management) Rules, 2016 (“E-Waste Rules”)

The E-Waste Rules apply to every manufacturer, producer, consumer, bulk consumer, collection centres,

dealers, e-retailer, refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase,

collection, storage and processing of e-waste or electrical and electronic equipment, including their

components, consumables, parts and spares which make the product operational.

VI. Tax Legislations

The tax related laws that are applicable to our Company include the Central Excise Act, 1944, the Income

Tax Act, the Income Tax Rules, the Customs Act, 1962, the Central Sales Tax Act, 1956, Wealth Tax Act,

1957, Central Excise Tariff Act, 1985, Customs Tariff Act, 1975, State VAT regulations, local body tax in

respective states and Finance Act, 1994 and various applicable service tax notifications and circulars.

VII. Inclusion of “shipyard” as a part of Harmonised Master List for Infrastructure Sub-Sectors

Pursuant to the amendment in the master list of infrastructure sub-sectors issued vide notification f. no.

13/06/2009-INF dated March 27, 2012, and amended vide notification no. SI 85 from Department of

Economic Affairs, Ministry of Finance dated April 8, 2016 (“Harmonised Master List of Infrastructure sub-

sectors”), a new sub-category of “shipyard” was added under the category of “transport”. As the RBI

notification dated November 25, 2013 harmonised the RBI definition of infrastructure lending with the

Harmonised Master List of Infrastructure sub-sectors, the inclusion of “shipyard” as a new sub-category

enables flexible structuring of long term project loans, long-term funding from infrastructure funds at lower

rates of interest and for a longer tenure and issuance of bonds for meeting working capital requirements.

Further, RBI has recently brought in significant changes to the external commercial borrowing guidelines

(the “ECB Guidelines”) with respect to companies in the infrastructure and other related sectors. As per the

revised framework for the ECB Guidelines published vide A.P. (DIR Series) Circular No. 32 dated November

30, 2015 (“Revised Framework for ECB Guidelines”), companies in infrastructure sector have been placed

under track-II, i.e. long term ECB which effectively means that overseas borrowings by such entities shall

need to comply with 10 year minimum average maturity, unless ECB is denominated in INR. The term

‘infrastructure sector’, for the purpose of the Revised Framework for ECB Guidelines, is defined as per the

Harmonised Master List of Infrastructure sub-sectors. Also, as per the Revised Framework for ECB

Guidelines, the restriction in respect of raising of ECB for general corporate purposes (including working

capital) has been done away with. The individual limits under automatic route for companies in infrastructure

and manufacturing sectors is upto USD 750 million or equivalent.

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HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as ‘Cochin Shipyard Limited’ on March 29, 1972 as a private limited company

under the Companies Act, 1956, with the Registrar of Companies, Kerala at Ernakulam. Our Company became a

deemed public limited company under section 43A of Companies Act, 1956 on July 1, 1982. Our Company again

became a private limited company with effect from July 16, 1985. Our Company became a public limited company

with effect from November 8, 2016 and a fresh certificate of incorporation consequent upon conversion to public

limited company was issued by the Registrar of Companies, Kerala at Ernakulam. Our Company is a government

company as per sub-section (45) of section 2 of the Companies Act, 2013.

The Ministry of Shipping, Road Transport and Highways, GoI vide letter bearing file number SY-12022/1/02-

CSL dated July 21, 2008, conveyed the approval of the Department of Public Enterprises granting our Company

the status of ‘Category I Miniratna Company’. As a Miniratna Company, our Company is eligible to some

enhanced delegation of powers to the Board, including having greater autonomy to incur capital expenditure for

our projects without the GoI approval.

Changes in the Registered Office

The Registered Office of our Company was originally located at Building No XXIII/1042, Perumanoor, Kochi –

682015, Kerala and was changed to Administrative Building, Cochin Shipyard Premises, Perumanoor, Kochi –

682015 with effect from November 19, 1977 to ensure greater operational efficiency.

Main objects of our Company

The main objects contained in the Memorandum of Association of our Company are as follows:

1. “To Acquire Undertaking. To acquire and take over from the Government of India their Cochin Shipyard

Project along with all or any of the assets, liabilities, responsibilities and commitments of the Government of

India in connection therewith.

2. To carry on all or any of the business of builders, owners, wrights, brokers, repairers, operators, agents,

refitters, vendors and /or salvagers of ships of all kinds including passenger ships, oil tankers, bulk carriers,

container ships, warships, naval vessels, crafts and fleet auxiliaries, aircraft carriers, destroyers, frigates,

supply vessels, dredgers, lightships, tugs, barges, launches, lighters, floating cranes and other floating crafts

for various purposes, provided that, in respect of warships, naval vessels, crafts and fleet auxiliaries, aircraft

carriers, destroyers, frigates and supply vessels, such business shall be carried on as authorized by the

Ministry of Defence (including Department of Defence Production).

3. Ownership and Proprietorship of Docks. To carry on all or any of the business of proprietors, managers

and/or operators of docks, wharves, jetties, piers, workshops, warehouses and stores.

4. To carry on the business of engineers, manufactures, repairers, assemblers, processors and/or fitters of

engines, boilers, machinery and equipment and components thereof required for ships and vessels of all kinds

and for other purpose.

5. To Carry on Consultancy Work in all Fields of Activity. To carry on the business as consultants in all the

fields in which our Company is engaged or authorized to engage in, including ship design, naval architecture,

marine, mechanical, electrical, civil, metallurgical and electronic engineering, manufacture of ancillary

items and equipment, building of all types of ships and machinery, and in all kinds of planning relating to

layout, operations, repair, design work necessary for all the above works for the benefit of our Company itself

or for an outside party with or without remuneration and to establish competent organization for the purpose

as deemed necessary.”

The existing and proposed activities of our Company are and shall be within the scope of the objects clause of the

Memorandum of Association.

Amendments to our Memorandum of Association

Set out below are the amendments to our Memorandum of Association since the incorporation of our Company:

Date of Shareholders’ Resolution Nature of amendment

December 7, 1977 Clause V of the Memorandum of Association was amended to reflect

the increase in authorised share capital from `500,000,000 divided into

500,000 equity shares of `1,000 each to `550,000,000 divided into

550,000 equity shares of `1,000 each.

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Date of Shareholders’ Resolution Nature of amendment

August 12, 1981 Clause V of the Memorandum of Association was amended to reflect




February 23, 1989 Clause V of the Memorandum of Association was amended to reflect




August 26, 1993 Clause V of the Memorandum of Association was amended to reflect


800,000 equity shares of `1,000 each to `1,000,000,000 divided into

1,000,000 equity shares of ` 1,000 each.

September 28, 1994 Clause V of the Memorandum of Association was amended to reflect

the increase in authorised share capital from `1,000,000,000 divided

into 1,000,000 equity shares of `1,000 each to `2,200,000,000 divided

into 1,000,000 equity shares of `1,000 each and 1,200,000 7% non-

cumulative redeemable preference shares of `1,000 each.


the increase in authorised share capital from `2,200,000,000 divided

into 1,000,000 equity shares of `1,000 each and 1,200,000 7% non-

cumulative redeemable preference shares of `1,000 each to

`2,500,000,000 divided into 1,300,000 equity shares of `1,000 each and

1,200,000 7% non-cumulative redeemable preference shares of `1,000

each.

March 17, 2009

Clause V of the Memorandum of Association was amended to reflect

the subdivision of equity shares of face value of `1,000 each into fully

paid up 100 equity shares of `10 each to reflect the division of capital

of our Company as `2,500,000,000 divided into 130,000,000 equity

shares of `10 each and 1,200,000 7% non-cumulative redeemable

preference shares of ` 1,000 each.


the reclassification of 130,000,000 equity shares of face value of `10

each and 1,200,000 7% non-cumulative redeemable preference shares

of face value of `1,000 each to 250,000,000 equity shares with face

value of `10 each.

Major events in our history

The table below sets forth the key events in the history of our Company:

Year Major events

April, 1972 Laying of foundation stone for hull shop of our Company

July, 1975 Vice Admiral N. Krishnan and Admiral S. M. Nanda sign the contract

for building the first bulk carrier at Cochin Shipyard

July, 1981 Delivery of first ship named ‘Rani Padmini’

October, 1990 Delivery of first tanker named ‘007 Motilal Nehru’

May, 1993 Received approval from Directorate General of Shipping for starting

Graduate Engineer’s Course for six months at our Company

May, 1999 Delivered the Double Hull Motor Tanker ‘M.T. Abul Kalam Azad’ with

a dead weight at design draught of 83576 T to Shipping Corporation of

India Limited

February, 2003 Delivered first export order, LB II Barge to National Petroleum

Construction Company, Abu Dhabi

January, 2004 Contract signed for building of six bulk carriers for M/s Clipper Group,

Bahamas – The first series of export order

November, 2006 Delivered nine fire-fighting tugs to Saudi Seaport Authority, Saudi

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Year Major events

Arabia from December 2004

February, 2009 Keel laying of the first Indigenous Aircraft Carrier for the Indian Navy

October, 2010 Signed the shipbuilding order of 20 Fast Patrol Vessels for Indian Coast

Guard

September, 2011 Set up the 500 Tonne Bollard Pull facility at Vizhinjam, the largest

facility for bollard pull test in Asia

December, 2012 Signed contract for setting up of ISRF at Cochin Port Trust

August, 2013 Launched the first Indigenous Aircraft Carrier for the Indian Navy

December, 2013 Allotment of 8.51% Secured redeemable non-convertible tax-free

bonds of face value of `1,000 million March, 2014 Delivered the 100th ship built by our Company

July, 2014 Implemented SAP ERP System

December, 2015 Obtains license from GTT to build LNG Ships using the containment

system known as the Mark-III Technology

December, 2016 The last ship of the 20 Fast Patrol Vessel delivered to Indian Coast Guard

Awards and Recognition

Our Company has received the following awards:

Year of

award Award Description

2016 Safety Award - 2016 Award for outstanding performance in industrial safety in the category

of very large factories (having more than 500 workers) given by

Department of Factories & Boilers, Government of Kerala

2016 National safety council

(Kerala chapter) safety

awards

Award for outstanding safety performance for outstanding

performance in industrial safety as winner by achieving the lowest

frequency rate of accidents

2016 Award for top 50 PSU

organisations with

innovative HR practices

Award presented by Times Ascent to top 50 PSU organisation with

“Innovative HR Practices” at Asia Pacific HRM Congress

2016 KMA excellence award For best CSR activities undertaken

2016 BT-CSR excellence

award Award of excellence in the category of best performing PSE (CSR

head) given by Bureaucracy Today

2016 Best corporate citizen

award Winner in category III awarded by National Institute of Personnel

Management (Kerala chapter)

2015 The Gateway awards

for shipbuilding

company of the year

Shipbuilding Company of the Year in recognition of healthy order

book and technical competence and also for active contribution to

“Make in India” initiative

2015 TMA- HLL CSR award Trivandrum management association jointly with HLL Lifecare

Limited awarded our Company as winner for spending `54.6 million

for the benefit of society

2015 Samatva 2015 Winner of best CSR practices among public sector undertakings

Ministry of Heavy Industries and Public Enterprises, Government of India has issued ‘Excellent’ rating to our

Company for the Financial Year 2010-11, 2012-13, 2013-14, 2014-15 and 2015-16 on the basis of the audited

data of the central public sector enterprises under the Ministry of Shipping.

Accreditations and Certifications

Our Company has received the following accreditations and certifications:

Certificate Particulars

ISO 14001:2004- Environmental

Management System

DNV GL certified the management system of our Company to

conform to the Environmental Management System standard of ISO

137

Certificate Particulars

14001:2004 for:

design, development and construction of ships, repairs,

maintenance and overhaul of ships and offshore structures; and

training marine engineers and conduct of firefighting and first aid

courses. OHSAS 18001:2007-

Occupational Health and Safety

Management System

DNV GL certified the management systems of our Company to

conform to the occupational health and safety management system

standard of OHSAS 18001:2007 for:




courses. ISO 9001:2008 – Quality

Management System Standard

DNV GL certified the management system of our Company to

conform to the quality management system standard of ISO

9001:2008 for:




courses.

Number of Shareholders of our Company

Total numbers of Shareholders of our Company as on the date of this Draft Red Herring Prospectus is seven.

Corporate Profile of our Company

For details of our Company’s corporate profile, business, description of activities, services, products, technology,

managerial competence and capacity built-up, location of plant, marketing, competition, market of each segment,

growth of our Company, exports and profits due to foreign operations with country-wise analysis, standing of our

Company in relation to prominent competitors with reference to our products and services, environmental issues,

technology, major suppliers, major customers, geographical segment and management, see “Our Business”, “Our

Management” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

on pages 114, 140 and 236, respectively.

Our Holding Company

Our Company does not have a holding company.

Subsidiaries of our Company

As on the date of this Draft Red Herring Prospectus, our Company does not have any subsidiary.

Injunction or restraining order

Our Company is not operating under any injunction or restraining order.

Capital raising activities, through equity or debt, by our Company

For details in relation to equity and debt capital raised by our Company, see “Capital Structure”, “Financial

Statements” and “Financial Indebtedness” on pages 66, 162 and 259, respectively.

Changes in the activities of our Company during the last five years

There have been no changes in the activities undertaken by our Company during a period of five years prior to the

date of this Draft Red Herring Prospectus which may have had a material effect on the profits or loss of our

Company or affected our business including discontinuance of lines of business, loss of agencies or markets and

similar factors.

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Defaults or rescheduling of borrowings with financial institutions/ banks and conversion of loans into equity

There have been no defaults or rescheduling of borrowings with the financial institutions/ banks/ debenture

holders. None of our outstanding loans have been converted into equity shares.

Lock-out, Strikes, etc.

There have been instances of strikes, lock-outs or instances of labour unrest in our Company. For instance, the

contract workers went on an indefinite strike from May 29, 2011, which was called off on June 24, 2011. For

details, see “Risk Factors – Trade unions under which majority of our workmen are unionised have objected to

the proposed Issue. This may lead to strikes, lock-down or work stoppages which will adversely affect our

operations, reputation and financial condition.” on page 29.

Time and Cost Overruns in setting up the projects

Except as stated below, our Company has not faced any time and cost overrun in setting up the Dry Dock:

As per the DD DPR, the suggested programme for the construction of the Dry Dock was to commence by July

2016, subject to the receipt of the Environmental Clearance from MOEFCC and Public Investment Board

approval, by the end June 2016. Our Company has received environmental clearance and CRZ clearance

numbered F. No. 10-9/2015-IA III for the Dry Dock from MOEFCC on November 9, 2016 and approval of the

proposal for construction of Dry Dock project in our Company’s premises vide letter numbered SY-13013/3/2014-

CSL from the Government of India, acting through the Ministry of Shipping dated August 5, 2016. However, our

Company is yet to receive the approval from the national board of wildlife and central ground water board. For

details of the pending approvals, refer to “Government and Other Approvals” on page 271. The construction of

the Dry Dock shall commence after the receipt of the pending approvals. For details, see “Risk Factors – We cannot

assure you that our proposed Dry Dock or International Ship Repair Facility will become operational as

scheduled, or at all, or operate as efficiently as planned. If we are unable to commission our new proposed dry

dock or the new ship repair facility in a timely manner or without cost overruns, our business, results of operations

and financial condition may be adversely affected.” on page 18.

Summary of key agreements

Memorandum of Understanding signed with Ministry of Shipping for the financial year 2016-2017

Our Company enters into a Memorandum of Understanding with Department of Public Enterprises, Ministry

of Shipping, GoI (“MoU”) every financial year. The MoU sets out certain performance targets (“Targets”)

before the beginning of the financial year and the performance of our Company is evaluated against the

Targets at the end of the financial year.

For the year 2016-17, our Company has proposed to undertake the following in the MoU: (i) to carry out the

construction of (i) 200 KWP roof top solar power plant and associated roofing works, (ii) covered area for

steel stock yard/plates, (iii) marine engineering training institute complex, (iv) multistored residential

complex for employees, (v) company guest house, (vi) service utility complex, (vii) consumer society

building, (viii) new hygiene centre for trainees, (ix) gallery and dining facilities for owners and ship crew, (x)

technology development/modernisation of infrastructure and (xi) additional infrastructure facilities for

construction of IAC.

Our Company has undertaken to initiate the Dry Dock project and ISRF, subject to environmental clearance

by MOEFCC.

Financial and Strategic Partners

Our Company does not have any financial and strategic partners as of the date of filing this Draft Red Herring

Prospectus.

Details regarding acquisition of business/undertakings, mergers, amalgamations and revaluation of assets

Our Company has not acquired any business or undertaking, and has not undertaken any merger, amalgamation

or revaluation of assets.

139

Details of guarantees given to third parties by our Promoter

Our Promoter has not given any guarantees on behalf of our Company to third parties.

Partnership Firms

Our Company is not a partner in any partnership firm.

140

OUR MANAGEMENT

Board of Directors

Under the Articles of Association, our Company is required to have a minimum of three Directors. We currently

have nine Directors, of which three are independent Directors. Our Company is in the process of identifying and

appointing additional independent directors in order to reconstitute the Board with atleast 50% independent

directors prior to filing of the Red Herring Prospectus.

The following table sets forth the details regarding the Board as of the date of this Draft Red Herring Prospectus:

Sr.

No.

Name, Designation,

Occupation and DIN

Age (in

years) Address Other Directorships

1. Mr. Madhu S. Nair

Designation: Chairman and

Managing Director

Occupation: Service

DIN: 07376798

51

XI/356-A, Sreelakam, Off

Kundanoor, Chilavanoor

Road, Kundanoor, Maradu

P.O., Kochi - 682304, Kerala,

India

-

2. Mr. D. Paul Ranjan

Designation: Director

(Finance) and Chief Financial

Officer

Occupation: Service

DIN: 06869452

57

Grace, 28/2090 A,

Thottunkathara Road,

Kadavanthra P.O., Ernakulam

- 682020, Kerala, India

-

3. Mr. Sunny Thomas


(Technical)

Occupation: Service

DIN: 06882228

59

1/34, Kallukalam House,

Paruthely Avenue Road,

Edappally P.O., Ernakulam -

682024, Kerala, India

-

4.

Mr. Suresh Babu N.V


(Operations)

Occupation: Service

DIN: 07482491

55

Nikerthil House, Palluruthy

P.O., Perumpadappu,

Ernakulam - 682006, Kerala,

India

-

5. Mr. Barun Mitra

Designation: Part Time

Official (Nominee) Director

Occupation: Service

DIN: 07012558

55 D1/33, Rabindra Nagar, New

Delhi - 110003, India Kamarajar Port

Limited

6. Mr. Elias George

Designation: Part Time

Official (Nominee) Director

Occupation: Service

DIN: 00204510

60

No.4, Neptune Country,

Chilavannoor Road,

Kadavanthra, Kochi - 682020,

Kerala, India

Kochi Metro Rail

Limited

Cochin Smart

Mission Limited

141

Sr.

No.

Name, Designation,

Occupation and DIN

Age (in

years) Address Other Directorships

7. Mr. Krishna Das E

Designation: Non Official Part

Time (Independent) Director

Occupation: Advocate

DIN: 02731340

47 Sree Krishna Kripa,

Pannicode, P.O., Kunisseri,

Palakkad - 678681, Kerala,

India

-

8. Mr. Radhakrishna Menon



Occupation: Advocate

DIN: 07518727

52 Sreeniketan, Thrikodithanam

P.O., Changanacherry,

Kottayam - 686105, Kerala,

India

-

9. Ms. Roopa Shekhar Rai



Occupation: Social Worker

DIN: 07565156

62

10, East High Court Road,

Ramdaspeth, Nagpur -

440010, Maharashtra, India

-

All the Directors of our Company are Indian nationals and none of the Directors are related to each other.

Brief Biographies of the Directors

Mr. Madhu S. Nair, aged 51 years, is Chairman and Managing Director of our Company from January 1, 2016.

He was appointed to the position of Chairman and Managing Director of our Company by the Ministry of Shipping

through a selection process of Public Enterprise Selection Board. He had joined our Company as a management

trainee in June 1988. He holds a degree of bachelor of technology in naval architecture and ship building from

Cochin University of Science and Technology, India and a degree of master in engineering with specialisation in

naval architecture and ocean engineering from Osaka University, Japan. He has completed a training course in

shipbuilding-production control at Ishikawajima Harima Heavy Industries Overseas Vocational Training

Association organised by the Japan International Cooperation Agency under the International Cooperation

Programme of the government of Japan. Furthermore, he has also attended an intensive Japanese language course

at Osaka International Centre. He is a member of the Royal Institute of Naval Architects, London. He has

approximately 28 years of work experience with our Company.

Mr. D. Paul Ranjan, aged 57 years, is a Director (Finance) and Chief Financial Officer of our Company from

May 1, 2014. He was appointed to the position of Director (Finance) of our Company by the Ministry of Shipping

through a selection process of Public Enterprise Selection Board. He holds a degree of bachelor of commerce

from Madurai Kamraj University. He is a chartered accountant and has completed a post qualification course in

information systems audit from the Institute of Chartered Accountants of India. He had joined our Company as

an executive trainee in December 17, 1984. He has approximately 32 years of work experience with our Company

wherein his responsibilities included financial management, strategic planning, risk management, forex

management, budgeting and cost control. He is in charge of the information systems department that implemented

the SAP ERP in our Company.

Mr. Sunny Thomas, aged 59 years, is a Director (Technical) of our Company from June 1, 2014. He was

appointed to the position of Director (Technical) of our Company by the Ministry of Shipping through a selection

process of Public Enterprise Selection Board. He holds a degree of bachelor of technology in naval architecture

and ship building from University of Cochin and a degree of master in business administration with specialisation

in finance from Indira Gandhi National Open University, India. He also holds certificate in project risk

management from the Institute of Project Management Certification. He has completed group training in the field

of shipbuilding organised by Japan International Cooperation Agency under the International Cooperation

Programme of the Government of Japan. He has also undergone technical training course with Ishikawajima-

Harima Heavy Industries Company Limited. Furthermore, he has completed intensive Japanese language course

142

conducted by Tokyo International Centre, Japan International Cooperation Agency. He had joined our Company

as a management trainee in August 3, 1981. He has approximately 35 years of work experience with our Company

wherein he has worked across areas such as ship design, ship repair, ship building as well as services and

coordination.

Mr. Suresh Babu N. V, aged 55 years, is a Director (Operations) of our Company from April 26, 2016. He was

appointed to the position of Director (Operations) of our Company by the Ministry of Shipping through a selection

process of Public Enterprise Selection Board. He holds a degree of bachelor of engineering (mechanical) from the

University of Kerala. He holds a diploma in management from Indira Gandhi National Open University. He has

completed the training course in shipbuilding, repairing and maintenance conducted by Overseas Shipbuilding

Cooperation Centre under International Cooperation Programme of the Government of Japan. He has also

undergone a practical training course with Kawasaki Heavy Industries Limited. Furthermore, he has completed

supplementary course in Japanese language held at Overseas Shipbuilding Cooperation Centre. He joined our

Company as an executive trainee in February 1, 1985. He has approximately 31 years of work experience with

our Company wherein he has had experience across various areas of the shipyard such as ship building, materials

and ship repair.

Mr. Barun Mitra, aged 55 years, is a Part Time Official (Nominee) Director of our Company from January 20,

2015. He is the joint secretary to the Ministry of Shipping, Government of India. He holds a degree of bachelor

of arts and master of arts with specialisation in history from Delhi University. He also holds a degree of bachelor

of law from Delhi University and a post-graduate diploma in patent law from the National Academy of Legal

Studies and Research, Hyderabad, India. He is from the 1987 batch of Indian administrative services (Manipur

cadre). He has about 27 years of work experience in administration in wide array of fields like urban development,

district administration, health and family welfare, resource development as well as personnel and general

administration.

Mr. Elias George, aged 60 years, is a Part Time Official (Nominee) Director of our Company from November

27, 2012. He holds a degree of bachelor of technology in naval architecture and shipbuilding from the University

of Cochin. He retired from the Indian administrative service on October 31, 2016. He was the additional chief

secretary (transport), Government of Kerala prior to his retirement. He belongs to the 1982 batch of the Indian

administrative service (Kerala cadre). He started his career as an assistant collector and worked in different

departments like irrigation, forest, civil supplies, labour, industries and tourism in several departments in the

Kerala as well as in central ministries. Also, he is the managing director of the Kochi Metro Rail Limited.

Mr. Krishna Das E, aged 47 years, is a Non Official Part Time (Independent) Director of our Company from

March 21, 2016. He holds a degree of bachelor in commerce from University of Calicut and bachelor of law from

Mangalore University. He is an advocate on the roll of the bar council of Kerala since 1996. He has been a

practising advocate in different courts of Kerala for approximately 20 years.

Mr. Radhakrishna Menon, aged 52 years, is a Non Official Part Time (Independent) Director of our Company

from March 21, 2016. He holds a degree of bachelor in legal, social science from Bharati Vidyapeeth’s New Law

College, Pune. He is the president of Travancore Travel and Tourism Co-operative Society Limited. In addition

to being an entrepreneur and proprietor of Devi Agency and Devi Traders, he is also the vice-president of the

World Malayalee Organisation. He is a non-official member of general council for National Livestock Mission,

Ministry of Agriculture and Farmer Welfare, Government of India.

Ms. Roopa Shekhar Rai, aged 62 years, is a Non Official Part Time (Independent) Director of our Company

from March 21, 2016. She holds a degree of bachelor in science from Nagpur University and master of arts from

Rashtrasant Tukadoji Maharaj Nagpur University. She also holds a diploma in homoeopathic medical science

from Homoeopathic and Biochemic Doctor’s Training Institute. She was a chairperson of the ladies wing of

Vidarbha Industries Association in the year 1994-95.

Confirmation from Directors

None of the Directors of our Company have held or currently hold directorship in any listed company whose

shares have been or were suspended from being traded on any of the stock exchanges in the past five years.

Further, none of the Directors of our Company are or were associated in the capacity of a director with any listed

company which has been delisted from any stock exchange(s).

Understanding with major shareholders, customers, suppliers or others pursuant to which Director(s) were

appointed

As per Article 21(a) of the Articles of Association, the Chairman of the Board of Directors and the Government

representatives on the Board of Directors shall be appointed by the President of India. Other members of the Board

of Directors shall be appointed or reappointed by the President of India in consultation with the Chairman of the

143

Board of Directors. The Directors shall be paid such remuneration as the President of India may, from time to

time, determine. The Directors appointed shall be entitled to hold office for such period as the President of India

may determine. Except as stated above, none of our Directors or Key Management Personnel have been appointed

pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others.

Borrowing powers of the Board

Subject to the Memorandum and Articles of Association of our Company and pursuant to the shareholders’

resolution dated September 20, 2016, the Board is authorised to borrow up to an aggregate amount of ` 20,000

million, for the purpose of the business of our Company, notwithstanding that the amount to be borrowed and

amount already borrowed by our Company may exceed the aggregate of the paid-up share capital and free reserves

of our Company.

Details of Appointment and Term of the Directors:

S.

No. Name of Director

Ministry of

Shipping Order

No. and Date

Date of

Appointment

of Director

Term

1. Mr. Madhu S. Nair SY-11011/1/2009 -

CSL dated

December 11, 2015

January 1,

2016 For a period of five years with effect

from the date of assumption of

charge of the post till the date of his

superannuation or until further

orders whichever is the earliest 2. Mr. D. Paul Ranjan

SY-11012/1/2009 -

CSL. Vol-II dated

April 4, 2014

May 1, 2014 For a period of five years from the

date of assumption of charge of the

post on or after May 1, 2014 or till

the date of his superannuation or

until further orders, whichever is the

earliest 3. Mr. Sunny Thomas SY-11012/3/2010 -

CSL dated May 12,

2014

June 1, 2014 For a period of five years from the

date of assumption of charge of the

post on or after June 1, 2014 or till

the date of his superannuation, or

until further orders, whichever is

earlier 4. Mr. Suresh Babu N.V SY-11012/2/2010 -

CSL dated April 26,

2016*

April 26, 2016 For a period of five years from the

date of his assumption of charge of

the post or till the date of his

superannuation, or until further

orders, whichever is the earliest 5. Mr. Barun Mitra SY-11012/5/95 -

CSL dated January

20, 2015

January 20,

2015 From the date of the letter of

appointment and until further orders

from the Government 6. Mr. Elias George SY-11012/5/95 -

CSL dated

November 27, 2012

November 27,

2012 From the date of the letter of

appointment and until further orders

from the Government 7. Mr. Krishna Das E SS-11012/05/2014 -

SY II dated March

21, 2016

March 21,

2016 Fixed tenure of three years from the

date of notification of appointment

or until further orders, whichever is

earlier 8. Mr. Radhakrishna

Menon SS-11012/05/2014 -

SY II dated March

21, 2016

March 21,




earlier 9. Ms. Roopa Shekhar

Rai SS-11012/05/2014 -

SY II dated March

21, 2016

March 21,




earlier *Pursuant to Department of Personnel and Training’s O.M. Number 1/2/2016-EO(ACC) dated April 13, 2016

144

Except for the whole time Directors who are entitled to statutory benefits and post-retirement medical benefits on

completion of tenure of their employment with our Company, no Director is entitled to any benefit on termination

of their directorship with our Company.

Remuneration of the Directors

A. Chairman and Managing Director and Whole Time Directors:

The following table sets forth the remuneration paid by our Company to the Chairman and Managing Director

and existing Whole Time Directors for the Fiscal 2016:

(In ` million)

Name of Director Total remuneration

Mr. Madhu S. Nair* 0.71

Mr. D. Paul Ranjan 2.95

Mr. Sunny Thomas 2.96

Mr. Suresh Babu N.V# - * Appointed on January 1, 2016 # Appointed on April 26, 2016

The Government Nominee Directors of our Company or Part Time Official Directors of our Company derive their

salary, benefits and facilities from the Government of India and Government of Kerala and are therefore not paid

by our Company.

B. Non Official Part Time (Independent) Directors

Non Official Part Time (Independent) Directors are paid sitting fees for each meeting of the Board and Committees

thereof. They are also subject to the maximum amount as prescribed under the Companies Act. Presently, our

Company, pursuant to the Board resolution dated January 24, 2017 is paying upto ` 15,000 to Non Official Part

Time (Independent) Directors for each meeting of the Board and Committees thereof.

Details of the terms and conditions of appointment of the Chairman and Managing Director and Whole Time

Directors:

The Ministry of Shipping prescribes the terms and conditions of appointment of the Chairman and Managing

Director as well as the Whole Time Directors. Our Company prescribes the terms and conditions of employment

for each of the Whole Time Directors in consonance with the terms and conditions prescribed by Ministry of

Shipping.

Mr. Madhu S. Nair

Mr. Madhu S. Nair is the Chairman and Managing Director of our Company. He was appointed on January 1,

2016 pursuant to the Ministry of Shipping Order SY-11011/1/2009 -CSL dated December 11, 2015. The current

terms and conditions of his employment were prescribed by Ministry of Shipping Order No. SY-11011/1/2009-

CSL dated January 8, 2016. Some of the key terms and conditions amongst others as revised from time to time

are as under:

Term For a period of five years with effect from January 1, 2016 in the first instance or

till the date of his superannuation or until further orders whichever occurs earlier

and in accordance with the Companies Act.

The appointment may, however, be terminated even during this period by either

side on three months’ notice or on payment of three months’ salary in lieu thereof.

After the expiry of the first year, his performance will be reviewed to enable

government to take the view regarding continuance or otherwise of the balanced

period of tenure.

Pay ` 75,000 per month in the existing pay scale of ` 75,000-90,000 Headquarters His headquarters will be at Kochi where the Registered Office of our Company is

located. He will be liable to serve in any part of India at the discretion of our

Company. Dearness allowance Dearness Allowance would be paid in accordance with the new IDA scheme spelt

out in the DPE’s O.M. dated November 26, 2008 and April 2, 2009. Housing House rent and residential accommodation is provided as per the Ministry of

Shipping orders, as amended from time to time. Annual increment He will be eligible to draw his annual increment at three percent of basic pay on

145

the anniversary date of his appointment in the scale and further increments to the

same date in subsequent years until the maximum of pay scale is reached. After

reaching the maximum of pay scale, one stagnation increment equal to the rate of

last increment drawn will be granted after completion of every two-year period

from the date he reaches the maximum of his pay scale provided he gets a

performance rating of “Good” or above. He will be granted a maximum of three

such stagnation increments. Conveyance As per the Ministry of Shipping orders, as amended from time to time Performance related

payment

He shall be eligible for approved performance related payment as per DPE’s

O.M.’s dated November 26, 2008, February 9, 2009 and April 2, 2009. Other benefits and

perquisites/

superannuation

The Board of Directors will decide on the allowances and perks subject to a

maximum ceiling of 50% of his basic pay as indicated in DPE’s O.M. dated

November 26, 2008 and April 2, 2009. He shall be eligible for superannuation benefit based on approved schemes as per

DPE’s O.M.s dated November 26, 2008 and April 2, 2009. Leave He will remain subject to the leave rules of our Company. Restriction on joining

private commercial

undertakings after

retirement/ resignation

He shall not accept any appointment or post, whether, advisory or administrative,

in any firm or company whether Indian or foreign, with which our Company has

or had business relations, within one year from the date of his retirement/

resignation, without prior approval of the Government. Conduct, discipline and

appeal rules

The Conduct, Discipline and Appeal Rules framed by our Company in respect of

our non-workmen category of staff would also mutatis mutandis apply to him with

the modification that the Disciplinary Authority in his case would be the President

of India The Government also reserves the right not to accept his resignation, if the

circumstances so warrant i.e. the disciplinary proceedings are pending or a

decision has been taken by the competent authority to issue a charge sheet to him

Mr. D. Paul Ranjan

Mr. D. Paul Ranjan is the Director (Finance) and Chief Financial Officer of our Company. He was appointed on

May 1, 2014 pursuant to Ministry of Shipping Order SY-11012/1/2009 -CSL. Vol-II dated April 4, 2014. The

current terms and conditions of his employment were prescribed by Ministry of Shipping Order No. SY-

11012/1/2009-CSL Vol. II dated December 19, 2014. Some of the key terms and conditions amongst others as

revised from time to time are as under:

Term For a period of five years with effect from May 1, 2014 in the first instance or till

the date of superannuation or until further orders, whichever event occurs earlier

and in accordance with the provisions of the Companies Act.




government to take a view regarding continuance or otherwise for the balance

period of tenure.

Pay ` 65,000 per month in the existing pay scale of ` 65,000-75,000 Headquarters His headquarters will be at Kochi where the Registered Office of our Company is











such stagnation increments.

146

Conveyance As per the Ministry of Shipping orders, as amended from time to time Performance related

payment



perquisites/

superannuation



November 26, 2008 and April 2, 2009.

He shall be eligible for superannuation benefit based on approved schemes as per


private commercial

undertakings after





resignation, without prior approval of the Government. Conduct, Discipline and

Appeal Rules



the modification that the disciplinary authority in his case would be the President

of India. The Government also reserves the right not to accept his resignation, if the


decision has been taken by the competent authority to issue a charge sheet to him.

Mr. Sunny Thomas

Mr. Sunny Thomas is the Director (Technical) of our Company. He was appointed on June 1, 2014 pursuant to

Ministry of Shipping Order SY-11012/3/2010 -CSL dated May 12, 2014. The current terms and conditions of his

employment were prescribed by Ministry of Shipping Order No. SY-11012/3/2010-CSL dated December 19,

2014. Some of the key terms and conditions amongst others as revised from time to time are as under:

Term For a period of five years with effect from June 1, 2014 in the first instance or till

the date of superannuation or until further orders, whichever event occurs earlier

and in accordance with the provisions of the Companies Act.





period of tenure.

Pay ` 65,000 per month in the existing pay scale of ` 65,000-75,000. Headquarters His headquarters will be at Kochi where the Registered Office of our Company is











such stagnation increments. Conveyance As per the Ministry of Shipping orders, as amended from time to time. Performance related

payment



perquisites/

superannuation



November 26, 2008 and April 2, 2009. He shall be eligible for superannuation benefit based on approved schemes as per

DPE’s O.M.s dated November 26, 2008 and April 2, 2009.

147

Leave He will remain subject to the leave rules of our Company. Restriction on joining

private commercial

undertakings after






Appeal Rules







Mr. Suresh Babu N.V

Mr. Suresh Babu N.V is the Director (Operations) of our Company. He was appointed on April 26, 2016 pursuant

to Ministry of Shipping Order SY-11012/2/2010-CSL dated April 26, 2016. The current terms and conditions of

his employment were prescribed by Ministry of Shipping Order No. SY-11012/2/2010-CSL dated May 26, 2016.

Some of the key terms and conditions amongst others as revised from time to time are as under:

Term For a period of five years with effect from April 26, 2016 in the first instance or

till the date of superannuation or until further orders, whichever event occurs

earlier and in accordance with the provisions of the Companies Act.





period of tenure.

Pay ` 65,000 per month in the existing pay scale of ` 65,000-75,000. Headquarters His headquarters will be at Kochi where the Registered Office of our Company is


Company. Dearness allowance Dearness Allowance would be paid in accordance with the New IDA Scheme spelt









such stagnation increments. Conveyance As per the Ministry of Shipping orders, as amended from time to time. Performance related

payment



perquisites/

superannuation



November 26, 2008, April 2, 2009, June 1, 2011 and June 29, 2012. He shall be eligible for superannuation benefit based on approved schemes as per


private commercial

undertakings after






Appeal Rules




148




Details of service contracts entered into by the directors with the issuer providing for benefits upon termination

of employment

Except in the case of Whole-Time directors (as aforementioned) there exist no service contracts, entered into by

our Company with any Directors for provision of benefits or payments upon termination.

Shareholding of the Directors

The Articles of Association do not require the Directors to hold any qualification shares in our Company. The

shareholding of the Directors as a nominee of the President of India in our Company, as on the date of this Draft

Red Herring Prospectus is mentioned below:

Sr. No. Name No. of Equity Shares Shareholding (%)

1. Mr. Barun Mitra 100 Negligible 2. Mr. Madhu S. Nair 100 Negligible 3. Mr. D. Paul Ranjan 70 Negligible 4. Mr. Sunny Thomas 10 Negligible 5. Mr. Suresh Babu N.V 10 Negligible

Bonus or profit sharing plan of the Directors

The Chairman and Managing Director and the Whole Time Directors are eligible for approved performance

related payment as per DPE’s O.M.’s dated November 26, 2008, February 9, 2009 and April 2, 2009.

Interests of Directors

The Whole Time Directors may be regarded as interested to the extent of the remuneration payable to them for

services rendered as Whole Time Directors of our Company and to the extent of other reimbursements of expenses

payable to them as per their terms of appointment.

The Independent Directors are paid sitting fees for attending the meetings of the Board and committees of the

Board and to the extent of other reimbursements of expenses payable as per their terms of appointment.

The nominee Directors of the Government of India and Government of Kerala are not entitled to remuneration or

sitting fee or any other remuneration from our Company.

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to

the firms or companies in which they are interested as a member by any person either to induce him to become,

or to help him qualify as a Director, or otherwise for services rendered by him or by the firm or company in which

he is interested, in connection with the promotion or formation of our Company.

Except as stated in “Financial Statements – Related party disclosure as per AS 18” on page 222, the Directors of

our Company do not have any other interest in the business of our Company.

None of our Directors are interested in any transaction of our Company in acquisition of land, construction of

building and supply of machinery. Further, none of our Directors are related to an entity from whom our Company

has acquired land or proposes to acquire land.

Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be

subscribed by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors,

members, promoters, and/ or trustees pursuant to this Issue. All of our Directors may also be deemed to be

interested to the extent of any dividends payable to them and other distributions in respect of the Equity Shares,

if any.

No amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to

any of our Directors except the normal remuneration for services rendered as Directors.

Some of the Directors also hold Equity Shares in our Company as nominee shareholders of the President of India

to comply the minimum number of shareholders as per the Companies Act.

Further, the Directors of our Company have no interest in any property acquired by our Company within two years

of the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company.

149

Our Directors do not have any interest in appointment of the BRLMs, Registrar to the Issue, Banker to the Issue

or any such intermediaries registered with SEBI.

As on date, no relatives of any of the Directors have been appointed to any office or place of profit in our Company.

No proceedings/ investigations have been initiated by SEBI against any of our Directors.

None of the sundry debtors of our Company is related to our Directors or us, in any way.

Changes in the Board in the last three years

The changes in the Board in the last three years are as follows:

S.

No. Name Date of Appointment Date of Cessation Reason

1. Mr. Ravikumar Roddam - April 30, 2014 Retirement 2. Mr. Kartik Subramaniam - December 31, 2015 Retirement 3. Mr. Prabhakara Kartha

Vinayakumar - May 31, 2014 Retirement

4. Mr. L. N. Vijayaraghavan - September 16,

2014 End of tenure

5. Mr. R S Sundar - August 31, 2015 Resignation under

section 168 of the

Companies Act 6. Mr. Mahalingam Raman - January 24, 2015 End of tenure 7. Mr. S. K. K. Krishnan - January 24, 2015 End of tenure 8. Dr. S. Mohan - November 26,

2015 End of tenure

9. Dr. G. C. Gopala Pillai - November 26,

2015 End of tenure

10. Mr. N. Raghuram - November 26,

2015 End of tenure

11. Mr. M. C. Jauhari - January 20, 2015 Nomination

withdrawn by

appointing authority

(Government of India) 12. Mr. D. Paul Ranjan May 1, 2014 - Appointment 13. Mr. Sunny Thomas June 1, 2014 - Appointment 14. Mr. Barun Mitra January 20, 2015 - Appointment 15. Mr. Madhu S. Nair January 1, 2016 - Appointment 16. Mr. Krishna Das E March 21, 2016 - Appointment 17. Mr. Radhakrishna Menon March 21, 2016 - Appointment 18. Ms. Roopa Shekhar Rai March 21, 2016 - Appointment 19. Mr. Suresh Babu N.V April 26, 2016 - Appointment

Corporate Governance

The provisions of the Companies Act and the SEBI Listing Regulations with respect to corporate governance will

be applicable to our Company immediately upon the listing of the Equity Shares with the Stock Exchanges. Our

Company is in compliance with the requirements of the applicable regulations in respect of corporate governance,

as specified in the SEBI Listing Regulations and the Companies Act, relating to the constitution of committees

such as the Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee

and Corporate Social Responsibility and Sustainability Development Committee and adoption of the board

diversity policy, nomination and remuneration policy, policy on related party transactions, vigil mechanism for

directors and employees, whistle blower policy, policy on insider trading regulations, policy on preservation of

documents and policy for determining materiality of an event/information for making adequate disclosure of such

an event/information before the stock exchanges. Furthermore, in compliance with the SEBI Listing Regulations

and the Companies Act, we have a woman director on the Board of Directors. As on the date of filing of the Draft

Red Herring Prospectus, our Company is not in compliance with Regulation 17 (1) of the SEBI Listing

Regulations. However, SEBI, vide letter CFD/DIL-II/NR/AEA/OW/2016/z6015 dated September 16, 2016

(“SEBI Exemption Letter”), has given relaxation to our Company from strict enforcement of compliance of the

corporate governance norms under Schedule VIII Part A (2)(VIII)(E)(7)(a) and Schedule VII(1)(b) of the SEBI

ICDR Regulations. The said provisions relate to disclosure to the effect that the issuer has complied with the

150

corporate governance requirements contained in the SEBI Listing Regulations, particularly those relating to

composition of Board of Directors, etc. Our Company is in the process of identifying and appointing additional

independent directors in order to reconstitute the Board with at least 50% independent directors prior to the filing

of the Red Herring Prospectus.

The corporate governance framework is based on an effective independent Board, separation of the Board’s

supervisory role from the executive management team and constitution of the Board Committees, as required

under law.

The Board of Directors functions either as a full board or through various committees constituted to oversee

specific operational areas. Our Company’s executive management provides the Board with detailed reports on its

performance periodically.

The details of the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration

Committee and Corporate Social Responsibility committees are given below:

Committees of the Board

Our Company has constituted the Audit Committee and the Stakeholders Relationship Committee for compliance

with corporate governance requirements in addition to other non-mandatory committee:

(a) Audit Committee

The Audit Committee was originally constituted on August 21, 2008 by adoption of a circular resolution. The

present committee was reconstituted in the board meeting held on May 7, 2016 and the present terms of reference

of the Audit Committee was adopted on September 20, 2016. It presently comprises of the following members:

Name of the Directors Designation

Mr. Radhakrishna Menon Chairman Mr. Krishna Das E Member Mr. Elias George Member

The Company Secretary is the secretary of the Audit Committee.

Scope and terms of reference: The scope and function of the Audit Committee is in accordance with section 177

of the Companies Act, 2013, regulation 18(3) of the SEBI Listing Regulations and the guidelines on corporate

governance on Central Public Sector Enterprises issued by the Department of Public Enterprises.

Terms of reference for the Audit Committee are as follows:

1. Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company based

on the order of Comptroller & Auditor General of India;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before

submission to the board for approval, with particular reference to:

(a) Matters required to be included in the director’s responsibility statement to be included in the board’s

report in terms of clause (c) of sub-section (3) of section 134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for

approval;

151

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public

issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated

in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the

utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to

take up steps in this matter;

7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal

control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and

frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the

matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well

as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and

background, etc. of the candidate;

20. Review the following information:

(a) Management discussion and analysis of financial condition and results of operations;

(b) Statement of significant related party transactions (as defined by the audit committee), submitted by

management;

(c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(d) Internal audit reports relating to internal control weaknesses; and

(e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to

review by the audit committee;

(f) Statement of deviations:

(i) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to

stock exchange(s) in terms of regulation 32(1) of the SEBI Listing Regulations;

(ii) Annual statement of funds utilized for purposes other than those stated in the offer

document/prospectus/notice in terms of regulation 32(7) of the SEBI Listing Regulations;

21. To review the follow up action on the audit observations of the C&AG audit;

22. Recommend the appointment, removal and fixing of remuneration of Cost Auditors and Secretarial Auditors;

and

23. Carrying out any other function as specified by the Board from time to time.

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(b) Stakeholder Relationship Committee

The Stakeholder Relationship Committee was constituted and the present terms of reference were adopted

pursuant to the Board resolution dated September 20, 2016. The Stakeholder Relationship Committee presently

comprises of the following members:


Mr. Krishna Das E Chairperson Mr. D. Paul Ranjan Member Mr. Sunny Thomas Member

Scope and terms of reference:

1. The Stakeholder Relationship Committee shall consider and resolve the grievances of the security holders

of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-

receipt of declared dividends.

(c) Nomination and Remuneration Committee

The Remuneration Committee was constituted pursuant to the circular resolution adopted on December 13, 2008.

It was reconstituted and renamed as Nomination and Remuneration Committee by circular resolution adopted on

March 30, 2015. It was re-constituted pursuant to the board meeting held on May 7, 2016 and the present terms

of reference of the Nomination and Remuneration Committee were adopted on September 20, 2016. It presently

comprises of the following members:


Mr. Krishna Das E Chairman Mr. Elias George Member Ms. Roopa Shekhar Rai Member


Terms of reference for the Nomination and Remuneration Committee are as follows:

1. Decide on the annual bonus/ performance pay/ variable pay pool and policy for its distribution across the

executives and non-unionized supervisors of our Company;

2. Formulation and modification of schemes for providing perks and allowances for officers and non-unionized

supervisors;

3. Any new scheme of compensation like medical scheme, pension etc. to officers, non-unionized supervisors

and the employees as the case may be; and

4. Exercising such other roles assigned to it by the provisions of the SEBI Listing Regulations and any other

laws and their amendments from time to time.

(d) Corporate Social Responsibility and Sustainability Development Committee

Corporate Social Responsibility (“CSR”) committee was constituted pursuant to the board meeting held on

September 5, 2008. Further a Sustainability Development committee was constituted pursuant to the board

meeting held on November 23, 2011. The aforesaid two committees were merged into CSR and Sustainability

Committee pursuant to the circular resolution dated March 8, 2013. The present CSR and Sustainability

Development Committee (“CSR & SD Committee”) was re-constituted pursuant to the board meeting held

on May 7, 2016 and the present terms of reference of the CSR & SD Committee were adopted on March 8,

2013. The present constitution of the CSR & SD Committee is as follows:


Ms. Roopa Shekhar Rai Chairperson Mr. Radhakrishna Menon Member Mr. D. Paul Ranjan Member Mr. Sunny Thomas Member

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1. Recommend CSR and sustainability development policy to the board;

2. Recommend plan of action and projects to be initiated in the short, medium and long term for CSR and

sustainability development;

3. To recommend the annual CSR and sustainability development plan and budget; and

4. Periodic review of CSR and sustainability development policy, plans and budgets.

(e) Risk Management Steering Committee

The Risk Management Policy had been adopted pursuant to the Board Resolution dated September 16, 2014.

The objectives of the Risk Management Policy are interalia as follows:

1. To improve our Company’s ability to prevent risk or timely detection of risk

2. To identify risks and its mitigation

3. To standardize risk management process

4. To facilitate sharing of risk information

The risk management policy was adopted to minimize the organizational risks to an acceptable level and adopt risk

management practices which would help our Company to attain its goals and objectives while at the same time

ensuring minimization of risks.

Pursuant to the Risk Management Policy, the Risk Management Steering Committee (RMSC) was formed as the

apex committee in the risk management governance structure. In addition to the RMSC, three function-related

risk management committees i.e., RMC1, RMC2 and RMC3 were also formed. The aforesaid committees provide

updates to the RMSC about risk related to (a) operations, (b) human resources, marketing and modernisation, and

(c) finance, information technology and legal, respectively. The RMSC interalia appraises the board of directors

of our Company about various risk management initiatives. It presently comprises of the following members:

Name of the member Designation

Mr. Paul Ranjan Director (Finance)

Mr. Sunny Thomas Director (Technical)

Mr. Suresh Babu N.V. Director (Operations)

154

Management Organisation Structure of our Company

Director (Finance)

Mr. D. Paul Ranjan Director (Operation)

Mr. Suresh Babu N. V. Director (Technical)

Mr. Sunny Thomas

CGM (Technical and

HSE)

Mr. Murugaiah M

CGM (HR and

Training)

Mr. K. J. Ramesh


Mr. Madhu S. Nair

Company Secretary

Ms. V. Kala

CGM (Design and Defence

Projects)

Mr. Bejoy Bhasker

155

Key Management Personnel

All the KMPs are permanent employees of our Company. In addition to the Chairman and Managing Director,

Whole Time Directors and Chief Financial Officer, whose details have been provided above under “Our

Management – Brief biographies of the Directors” on page 141, the details of the other KMP, as of the date of

this Draft Red Herring Prospectus, are set forth below:

Mr. Bejoy Bhasker, aged 51 years, is the chief general manager (design and defence projects) of our Company.

He holds a degree of bachelor of technology (mechanical) from the University of Kerala with first rank and gold

medal. He holds a degree of master of technology (mechanical) from the Indian Institute of Technology, Madras.

He completed advanced diploma in management from Indira Gandhi National Open University. He was a recipient

of the national scholarship scheme in the year 1980-81 which is given to the meritorious students. Upon

completion of studies, he joined our Company on June 29, 1988 as an executive trainee. He was awarded the

“Manager of the Year” award in 2014 by Kerala Management Association. He heads the ship design and defence

projects and has been involved in ship building outfit department and ship repair department of our Company. He

shall hold his office till the date of superannuation on May 31, 2025. The remuneration paid to him in the last

Fiscal was ` 2.57 million.

Mr. K. J. Ramesh, aged 55 years, is the chief general manager (human resource) of our Company. He holds a

degree of bachelor in Science from the University of Madras. He also holds a degree of master of arts in social

work from the University of Madras. He has also completed diploma in human resource management as well as

diploma in management from Indira Gandhi National Open University. He also holds a degree of bachelor of law

from Cochin University of Science and Technology. Upon completion of studies, he joined our Company on

December 17, 1984. Furthermore, he has completed the short-term module course on total quality management

conducted by International Center for Promotion of Enterprises in collaboration with the faculty of economics,

University of Ljubljana. He was the recipient of HR leadership award granted by IPE HRM congress in 2012. He

heads the human resource department of our Company. He shall hold his office till the date of superannuation on

March 31, 2021. The remuneration paid to him in the last Fiscal was ` 2.60 million.

Mr. Murugaiah M., aged 55 years, is the chief general manager (technical and HSE) of our Company. He holds

a degree of bachelor of technology (mechanical) from the University of Kerala. He holds a degree of master of

business administration from the Madurai Kamraj University. He joined our Company as an executive trainee on

August 1, 1986. He also holds a certificate in project risk management from the Institute of Project Management

Certification. He heads the technical and health, safety and environment department of our Company. He shall

hold his office till the date of superannuation on October 31, 2021. Prior to joining our Company, he was a

temporary mechanical engineer at FACT Engineering and Design Organisation. The remuneration paid to him in

the last Fiscal was ` 2.54 million.

Ms. V. Kala, aged 48 years, is the general manager (internal audit), company secretary and the compliance officer

of our Company. She is a member of the Institute of Company Secretaries of India. She is also an associate of the

Institute of Cost and Works Accountants of India. She also holds a degree of bachelor of commerce from the

University of Calcutta. She joined our Company on May 2, 1998. She has an experience of more than 18 years

with our Company. She shall hold her office till the date of superannuation on May 31, 2028. Prior to joining our

Company, she was an accountant with Deesha Communications Private Limited and assistant finance manager

with Concert Capital Limited. The remuneration paid to her in the last Fiscal was ` 2.25 million.

Mr. Bejoy Bhasker, Mr. K. J. Ramesh and Mr. Murugaiah M. are identified as KMPs in terms of SEBI ICDR

Regulations.

Service Contracts

Except for the appointment letters and subsequent office orders issued by our Company, our KMPs have not

entered into any service contract in relation to their appointment and remuneration.

Changes in the KMPs in the last three years

S. No Name of the KMP Date of change Reason of change

1. Mr. D. Paul Ranjan May 1, 2014 Change in designation from chief general manager

(finance) to Director (Finance) with effect from May

1, 2014

2. Mr. Sunny Thomas June 1, 2014 Change in designation from chief general manager

(technical) to Director (Technical) with effect from

June 1, 2014 3. Mr. Bejoy Bhasker June 2, 2014 Appointed as chief general manager (design and

156

S. No Name of the KMP Date of change Reason of change

defence projects)

4. Mr. Madhu S. Nair January 1, 2016 Change in designation from chief general manager

(business development) to Chairman and Managing

Director with effect from January 1, 2016 5. Mr. K. J. Ramesh January 1, 2016 Appointed as chief general manager (human

resource)

6. Mr. Suresh Babu N. V April 26, 2016 Change in designation from chief general manager

(ship repair) to Director (Operations) with effect

from April 26, 2016 7. Mr. Murugaiah. M May 2, 2016 Appointed as chief general manager (technical and

HSE)

Shareholding of the KMPs

Some of our KMPs such as Mr. Madhu S. Nair, My Sunny Thomas and Mr. Suresh Babu N. V and Mr. D. Paul

Ranjan hold equity shares as a nominee of the President of India in our Company. None of the KMPs hold any

equity shares in their individual capacities.

Contingent and deferred compensation payable to the Directors/ KMPs

There is no contingent or deferred compensation payable to the Directors/KMPs, which does not form part of their

remuneration.

Bonus or profit sharing plan for the KMPs

Our Company has formulated the ‘Performance Related Payment Scheme’ vide office order number

PERL/075/2010 dated April 28, 2010 which is in accordance with the DPE orders on pay-revision dated

November 26, 2008, February 9, 2009, and April 2, 2009, which stipulate the procedures on performance

management system..

Interests of the KMPs

Except as disclosed in “Our Management – Key Management Personnel” and “Our Management – Shareholding

of the KMPs” on pages 155 and 156, respectively, none of the Key Management Personnel have any interest in

our Company other than to the extent of remuneration and benefits to which they are entitled to as per their terms

of appointment and reimbursement of expenses incurred by them during the ordinary course of business.

Except statutory benefits upon termination of their employment in our Company, resignation or superannuation,

as the case may be, and certain post-retirement benefits, no officer of our Company is entitled to any benefit upon

termination of such officer’s employment in our Company or superannuation.

Payment or benefits to officers of our Company (non-salary related)

No non-salary amount or benefit has been paid or given to any officer of our Company in the last two years or is

intended to be paid, other than their remuneration for the services rendered in the ordinary course of their

employment.

Employee Stock Option Scheme

Our Company does not have any scheme of employee stock option or employee stock purchase scheme.

Relationships among KMP

None of the KMPs are related to each other.

Family relationship of Directors with the KMP

None of the KMPs are related to the Directors of our Company.

Loans taken by Directors/ KMP

Except as disclosed in the “Financial Statements” on page 162, our Directors/ key management personnel under

Companies Act, 2013 have not taken any loan from our Company. Further, following are the details of loans

availed by Mr. Bejoy Bhasker, Mr. K. J. Ramesh and Mr. Murugaiah M. who have been identified as KMPs in

terms of SEBI ICDR Regulations, as on September 30, 2016:

157

(In ` million)

Name of the

KMP

Opening

Balance as on

April 1, 2016

Loans Taken

during 2016-

17

Repayments

Balance as on

September 30,

2016

Interest accrued

as on September

30, 2016

Mr. Bejoy

Bhasker

0.09 0.04 0.03 0.10 0.09

Mr. K. J. Ramesh 0.01 0.05 0.01 0.05 0.00

Mr. Murugaiah

M

0.09 0.05 0.09 0.05 0.00

158

OUR PROMOTER AND PROMOTER GROUP

Our Promoter is the President of India acting through the Ministry of Shipping. Our Promoter, along with its

nominees, currently holds 100% of the pre-Issue paid-up equity share capital of our Company. After this Issue,

our Promoter shall hold [●] % of the post Issue paid-up equity share capital of our Company. As our Promoter is

the President of India, acting through the Ministry of Shipping, disclosures on the Promoter Group (defined in

regulation 2(zb) of the SEBI ICDR Regulations) as specified in Schedule VIII of the SEBI ICDR Regulations

have not been provided.

159

OUR GROUP COMPANIES

As on the date of this Draft Red Herring Prospectus, we do not have any ‘Group Companies’, since there are no

companies disclosed as related parties in the Restated Financial Statements of our Company prepared in

accordance with Accounting Standard 18 issued by the Institute of Chartered Accountants of India, and there are

no companies that are considered material by our Board for identification as ‘Group Companies’, in accordance

with the provisions of the SEBI ICDR Regulations.

160

RELATED PARTY TRANSACTIONS

For details of the related party transactions during the last five Fiscal Years, pursuant to the requirements under

Accounting Standard 18 “Related Party Disclosures”, issued by the Institute of Chartered Accountants of India,

see “Restated Financial Statements – Note 43 of Annexure IV B – Restated Statement of Related Party

Transactions” on page 222.

161

DIVIDEND POLICY

As per CPSE Capital Restructuring Guidelines, all central public sector enterprises are required to pay a minimum

annual dividend of 30% of profit after tax or 5% of the net-worth, whichever is higher, subject to the maximum

dividend permitted under the extant legal provisions and the conditions mentioned in the aforesaid memorandum.

However, the declaration and payment of dividends on our Equity Shares will be recommended by our Board and

approved by our shareholders, at their discretion, subject to the provisions of the Articles and the Companies Act.

Further, the dividends, if any, will depend on a number of factors, including but not limited to our earnings,

guidelines issued by the DPE, capital requirements and overall financial position of our Company. In addition,

our ability to pay dividends may be impacted by a number of factors, including the results of operations, financial

condition, contractual restrictions, and restrictive covenants under the loan or financing arrangements we may

enter into. For further details, refer to “Financial Statements – Annexure VI – Statement of Dividend” and

“Financial Indebtedness” on pages 225 and 259 respectively. Our Company may also, from time to time, pay

interim dividends.

The dividend and dividend tax paid by our Company during the last five fiscals is presented below:

Fiscal 2016 Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2012

Equity Shares

Face value of Equity

Shares

(in ` per Equity Share)

10 10 10 10 10

Total Dividend (in `

million)

866.59 169.92 169.92 169.92 169.92

Number of Equity Shares

(in million)

113.28 113.28 113.28 113.28 113.28

Total Dividend per Equity

Share (`)

7.65 1.5 1.5 1.5 1.5

Total Dividend Rate (%) 76.5 15.00 15.00 15.00 15.00 Dividend Tax (in `

million)

176.42 34.59 28.88 28.88 27.57

Redeemable Preference Shares#

Face value of Preference

Shares

(in ` per Preference Share)

- - - - 1,000

Total Dividend (in `

million)

- - - - 27.40

Number of Preference

Shares (in million)

- - - - 0.39

Total Dividend per

Preference Share (`)

- - - - 70

Total Dividend Rate (%)* - - - - 7% Dividend Tax (in `

million)

- - - - 4.44

#Our Company has in the past redeemed all preference shares issued and as of the date of this Draft Red Herring Prospectus,

our Company does not have any preference share capital. For details, see “Capital Structure” on page 66. *Paid proportionately on outstanding amount.

The amounts distributed as dividends in the past are not necessarily indicative of our dividend amounts, if any, or

our dividend policy, in the future. For further details, “Risk Factors” on page 17. There is no guarantee that any

dividends will be declared or paid or that the amount thereof will not decrease in the future. Future dividends will

depend on guidelines issued by DPE, our profits, revenues, capital requirements, contractual restrictions and

overall financial position of our Company.

162

SECTION V: FINANCIAL INFORMATION

FINANCIAL STATEMENTS

To

The Board of Directors,

Cochin Shipyard Limited,

Administrative Building 39/6080,


Perumanoor, M G Road,

Ernakulam, Kerala - 682015

Auditor’s Report on Restated Financial Information in connection with the Initial Public Offering of


Dear Sirs,

1. This report is issued in accordance with the terms of our engagement agreed upon with Cochin Shipyard

Limited, Perumanoor (“the Company”), in accordance with our engagement letter dated December 14,

2016 in connection with the proposed Initial Public Offering (IPO) of the Company and the Guidance

Note on Reports in Company Prospectuses (Revised 2016) issued by ICAI (“The Guidance Note”).

2. The accompanying restated financial Information, expressed in Indian Rupees, in millions, of the

Company, comprising Restated Financial Information in paragraph 7 below and Restated Other Financial

Information in paragraph 9 below (hereinafter together referred to as “Restated Financial Information”),

has been prepared by the Management of the Company in accordance with the requirements of :

(a) section 26 of Part I of Chapter III of the Companies Act 2013 (hereinafter referred to as “the Act”)

read with Rule 4 to Rule 6 of the Companies (Prospectus and Allotment of Securities) Rules, 2014

(the “Rules”),

(b) item (IX) of Part A of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital

and Disclosure Requirements) Regulations, 2009 as amended to date in pursuance of provisions of

Securities and Exchange Board of India Act,1992 read along with the SEBI circular No.

SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 on Clarification regarding disclosures in

Offer Documents under the SEBI Regulations (the “SEBI Regulations”) issued by the Securities and

Exchange Board of India (the “SEBI”) in connection with the Proposed Initial Public Offering of

Equity Shares of the Company (the “Issue”) and has been approved by the Board of Directors at

their meeting held on 24th January, 2017.

3. The Restated Financial Information, expressed in Indian Rupees, in Millions, have been compiled by the

Management of the Company from the audited special purpose financial statements for the half year

ended September 30, 2016 and audited financial statements for the financial years ended March 31, 2016,

2015, 2014, 2013 and 2012 (all of which were expressed in Indian Rupees in Lakhs) prepared under the

Generally Accepted Accounting Principles followed (“Indian GAAP”) which have been approved by

Board of Directors at their meetings held on January 24, 2017 , July 12, 2016, July 29, 2015, July 23,

2014, June 17, 2013 and July 20, 2012 respectively.

The Financial Statements for the half year September 30, 2016, and for the financial years ended March

31, 2016 and 2015, prepared in accordance with Indian GAAP were audited by us. M/s Babu Abraham

Kallivayalil & Co., Chartered Accountants, for the financial year ended March 31, 2014 and M/s Menon

& Ayyar, Chartered Accountants for the financial years March 2013 and 2012 (collectively, the "Prior

Auditors") have audited the financial statements of the Company as at and for the year ended on the

respective dates. Accordingly reliance has been placed on the audited statements of accounts and audit

report thereon issued by the Prior Auditors for the respective financial years audited by them.

Management’s Responsibility for the Restated Financial Information

4. The preparation of Restated Financial Information, which is to be included in the Draft Red Herring

Prospectus (“DRHP”), is the responsibility of the Management of the Company and has been approved

163

by the Board of Directors, at its meeting held on January 24, 2017 for the purpose set out in paragraph

12 below. The Management’s responsibility includes designing, implementing and maintaining adequate

internal control relevant to the preparation and presentation of the Restated Financial Information. The

Management is also responsible for identifying and ensuring that the Company complies with the laws

and regulations applicable to its activities and with the Rules and SEBI Regulations.

Auditor’s Responsibilities

5. Our work has been carried out in accordance with the Standards on Auditing under section 143(10) of

the Act, Guidance Note on Reports in Company Prospectus (Revised 2016) and other applicable

authoritative pronouncements issued by the Institute of Chartered Accountants of India and pursuant to

the requirements of Section 26 of the Act read with applicable provisions within Rule 4 to Rule 6 of the

Rules and the SEBI Regulations. This work was performed solely to assist you in meeting your

responsibilities in relation to your compliance with the Act and the SEBI Regulations in connection with

the Issue.

6. Our examination of the Restated Financial Information has not been carried out in accordance with the

auditing standards generally accepted in the United States of America (“U.S”), standards of the US Public

Company Accounting Oversight Board and accordingly should not be relied upon by any one as if it had

been carried out in accordance with those standards or any other standards besides the standards referred

to in this report.

Opinion

7. In accordance with the requirements of Section 26 of Part I of Chapter III of the Act read with Rule 4 to

Rule 6 of the Rules, the SEBI Regulations and the Guidance Note, we report that we have examined the

following summarized financial statements of the Company contained in the Restated Financial

Information of the Company which have been arrived after making adjustments and regrouping

/reclassifications, which in our opinion were appropriate, and have been fully described in Annexure IV:

Notes on Adjustments for Restated Financial Statements :

(i) the “Restated Summary Statement of Assets and Liabilities” of the Company, as at September 30,

2016, March 31, 2016, 2015, 2014, 2013 and 2012, as set out in Annexure I to this report.

(ii) the “Restated Summary Statement of Profit and Loss” of the Company, for the half year ended

September 30, 2016 and for the financial years ended March 31, 2016, 2015, 2014, 2013 and 2012,

as set out in Annexure II to this report.

(iii) the “Restated Summary Statement of Cash Flows” of the Company, for the half year ended

September 30, 2016 and for the financial years ended March 31, 2016, 2015, 2014, 2013 and 2012,

as set out in Annexure III to this report.

8. Based on the above and according to the information and explanation given to us, we further report that

the Restated Financial Information of the Company, as attached to this report and as mentioned in

paragraph 7 above, read with Notes on Adjustments for Restated Financial Statements (Annexure IV)

and Basis of Preparation and Significant Accounting Policies (Annexure IV A) as described in paragraph

9 (i) to (ii) have been prepared in accordance with the Act, the Rules, and SEBI Regulations and ;

(i) there have been no changes in accounting policies of the Company during the half year ended

September 30, 2016 and for the years ended March 31, 2016, 2015, 2014, 2013 and 2012;

(ii) have been made after incorporating adjustments for the material amounts in the respective financial

years/period to which they relate;

(iii) there are no qualifications in the Auditor’s Report which require any adjustments except in case

referred to in item 7(a) of Paragraph 3 of Annexure IV;

(iv) there are no extra-ordinary items that needs to be disclosed separately in the Restated Financial

Information.

164

9. We have also examined the following Restated Financial Information of the Company, prepared by the

Management and approved by the Board of Directors on January 24, 2017 for the half year ended

September 30, 2016 and for the years ended March 31, 2016, 2015, 2014, 2013 and 2012, proposed to

be included in the DRHP.

(i) Notes on Adjustments for Restated Financial Statements as enclosed in Annexure IV;

(ii) Basis of Preparation and Significant Accounting Policies as enclosed in Annexure IV A;

(iii) Restated Statement of Share Capital as enclosed in Note 1 of Annexure IV B;

(iv) Restated Statement of Reserves and Surplus as enclosed in Note 2 of Annexure IV B;

(v) Restated Statement of Long Term Borrowings as enclosed in Note 3 of Annexure IV B;

(vi) Restated Statement of Other Long term liabilities as enclosed in Note 4 of Annexure IV B;

(vii) Restated Statement of Long term provisions as enclosed in Note 5 of Annexure IV B;

(viii) Restated Statement of Short Term Borrowings as enclosed in Note 6 of Annexure IV B;

(ix) Restated Statement of Trade Payables as enclosed in Note 7 of Annexure IV B;

(x) Restated Statement of Other Current Liabilities as enclosed in Note 8 of Annexure IV B;

(xi) Restated Statement of Short Term Provisions as enclosed in Note 9 of Annexure IV B;

(xii) Restated Statement of Fixed Assets as enclosed in Note 10 of Annexure IV B;

(xiii) Restated Statement of Non Current investments as enclosed in Note 11 of Annexure IV B;

(xiv) Restated Statement of Deferred Tax as enclosed in Note 12 of Annexure IV B;

(xv) Restated Statement of Long Term Loans & Advances as enclosed in Note 13 of Annexure IV B;

(xvi) Restated Statement of Other Non Current Assets as enclosed in Note 14 of Annexure IV B;

(xvii) Restated Statement of Inventories as enclosed in Note 15 of Annexure IV B;

(xviii) Restated Statement of Trade Receivables as enclosed in Note 16 of Annexure IV B;

(xix) Restated Statement of Cash and Bank balances as enclosed in Note 17 of Annexure IV B;

(xx) Restated Statement of Short-term Loans and Advances as enclosed in Note 18 of Annexure IV B;

(xxi) Restated Statement of Other Current Assets as enclosed in Note 19 of Annexure IV B;

(xxii) Restated Statement of Revenue from Operations as enclosed in Note 20 of Annexure IV B;

(xxiii) Restated Statement of Other Income as enclosed in Note 21 of Annexure IV B;

(xxiv) Restated Statement of Cost of Materials Consumed as enclosed in Note 22 of Annexure IV B;

(xxv) Restated Statement of Changes in Inventories of Work-in-Progress as enclosed in Note 23 of

Annexure IV B;

(xxvi) Restated Statement of Sub Contract and Other Direct Expenses as enclosed in Note 24 of

Annexure IV B;

(xxvii) Restated Statement of Employee Benefits Expense as enclosed in Note 25 of Annexure IV B;

(xxviii) Restated Statement of Finance Costs as enclosed in Note 26 of Annexure IV B;

(xxix) Restated Statement of Depreciation and Amortisation Expense as enclosed in Note 27 of

Annexure IV B;

(xxx) Restated Statement of Other Expenses as enclosed in Note 28 of Annexure IV B;

(xxxi) Restated Statement of Provision for Anticipated Losses and Expenditure as enclosed in Note

29 of Annexure IV B;

(xxxii) Restated Statement of Contingent Liabilities and Commitments as enclosed in Note 30 of

Annexure IV B;

(xxxiii) Restated Statement of Related Party Transactions as enclosed in Note 43 of Annexure IV B;

165

(xxxiv) Statement of Capitalisation as enclosed in Annexure V;

(xxxv) Statement of Dividend as enclosed in Annexure VI;

(xxxvi) Restated Statement of Accounting Ratios as enclosed in Annexure VII;

(xxxvii) Restated Statement of Tax Shelter as enclosed in Annexure VIII;

According to the information and explanations given to us, in our opinion, the Restated Financial

Information contained in Annexures I to III and the above Restated Other Financial Information

contained in Annexures IV to VIII accompanying this report, read with Basis of Preparation and

Significant Accounting Policies disclosed in Annexure IV A, are prepared after making adjustments and

regroupings as considered appropriate and have been prepared in accordance with the Act, the Rules,

and SEBI Regulations and the Guidance Note.

10. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit

reports issued by us or the Prior Auditors of the Company, nor should this report be construed as a new

opinion on any of the financial statements referred to herein.

11. We have no responsibility to update our report for events and circumstances occurring after the date of

the report.

Emphasis of Matter

12. We draw attention to the following:

(a) Note 20 of Annexure IV B: Restated Statement of Revenue from Operations to the Restated

Financial Information, regarding the basis on which the Company has recognized revenue from

ship building/ ship repair activities based on the Company’s own assessment of physical

completion and further, reliance is placed on the technical assessment and activity based cost

estimates defined by the Management for the purpose of recognition of income;

(b) Note 34 of Annexure IV B: Other Notes to the Restated Financial Information regarding balances

under trade receivables, deposits, claims and sundry creditors which are subject to confirmation/

reconciliation and consequent adjustment, if any.

Our opinion is not modified in respect of these matters.

Restriction on Use

13. Our report is intended solely for use of the Management for inclusion in the Draft Red Herring Prospectus

to be filed with Securities and Exchange Board of India, Registrar of Companies, Kerala and concerned

Stock Exchanges in connection with the proposed Issue of equity shares of the Company. Our report

should not be used, referred to or distributed for any other purpose except with our prior consent in

writing.

For Krishnamoorthy & Krishnamoorthy

Chartered Accountants

Firm Registration Number : 001488S

C Krishnamoorthy

Partner

Membership No. : 05957

Place: Kochi

Date: January 24,2017

166

Annexure I

RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

` in millions

Particulars

Note

No.

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

Share capital 1 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80 1,524.22

Reserves and surplus 2 17,913.99 16,072.30 14,253.50 13,768.01 11,106.46 8,649.98

2 Non-current liabilities

Long term borrowings 3 1,230.00 1,230.00 1,230.00 1,230.00 0.00 0.00

Other long term liabilities 4 26.12 26.12 26.12 56.12 51.30 75.84

Long term provisions 5 192.90 189.65 193.22 179.36 197.43 191.37

3 Current liabilities

Short term borrowings 6 0.00 0.00 0.00 2,109.18 0.00 0.00

Trade payables 7 3,557.15 2,098.77 1,709.84 1,716.11 1,400.30 3,066.47

Other current liabilities 8 7,614.99 9,367.43 8,156.16 6,064.88 6,840.10 10,227.68

Short-term provisions 9 5,270.51 4,907.20 3,481.59 3,658.59 3,296.10 2,359.15

Total 36,938.46 35,024.27 30,183.23 29,915.05 24,024.49 26,094.71

II. ASSETS

1 Non-current assets

Fixed assets 10

(i)Tangible assets 2,971.44 2,964.39 2,894.37 2,972.58 2,403.56 1,854.85

(ii) Intangible assets 710.77 737.80 806.60 728.38 1.26 1.30

(iii) Capital work in

progress 269.83 234.42 127.79 75.65 1,380.09 636.18

Non-current investments 11 0.92 0.92 1.92 1.92 1.92 1.92

Deferred tax asset (Net) 12 307.20 315.66 226.15 163.06 162.60 207.34

Long-term loans and

advances 13 143.37 382.26 360.90 139.34 69.42 107.88

Other non-current assets 14 390.83 1,945.35 312.94 676.52 618.84 529.24

2 Current assets

Inventories 15 2,709.48 2,316.36 3,033.84 3,959.19 3,552.60 3,620.66

Trade receivables 16 6,103.19 4,637.66 5,897.63 12,071.44 6,858.05 7,833.37

Cash and bank balances 17 17,190.92 18,204.13 14,194.47 5,564.31 7,039.65 9,088.97

Short-term loans and

advances 18 3,337.22 1,958.19 1,787.39 1,919.64 633.90 1,416.42

Other current assets 19 2,803.29 1,327.13 539.23 1,643.02 1,302.60 796.58

Total 36,938.46 35,024.27 30,183.23 29,915.05 24,024.49 26,094.71

167

Significant Accounting Policies Annexure IVA

Notes to Financial Statements Annexure IVA & IV B

The accompanying notes are an integral part of these financial statements

For and on behalf of Board of Directors

V KALA SUNNY THOMAS D PAUL RANJAN MADHU S NAIR

Company Secretary Director (Technical) Director (Finance) & Chief

Financial Officer

Chairman and Managing

Director

DIN - 06882228 DIN - 06869452 DIN - 07376798

Kochi, dated 24th Jan 2017

As Per our report attached

For M/s Krishnamoorthy & Krishnamoorthy,


(Firm Registration No.001488S)

C KRISHNAMOORTHY

Partner

(Membership Number 05957)


168

Annexure II

RESTATED STATEMENT OF PROFIT AND LOSS

` in millions

Particulars Note

No.

For Half

year

ended

30th Sep

2016

For the

year

ended

31st Mar

2016

For the

year

ended

31st Mar

2015

For the

year

ended 31st

Mar 2014

For the

year

ended 31st

Mar 2013

For the

year

ended

31st Mar

2012

I. Revenue from

operations 20 9,537.12 19,924.50 15,861.57 18,002.82 16,815.38 14,064.62

II. Other income 21 737.49 1,068.34 770.73 610.61 869.22 672.39

III. Total revenue (I + II) 10,274.61 20,992.84 16,632.30 18,613.43 17,684.60 14,737.01

IV. Expenses:

Cost of materials

consumed 22 4,360.14 10,543.22 10,008.08 7,757.49 8,793.18 6,696.19

Changes in inventories

of work-in-progress 23 (560.44) (164.41) (192.25) 402.15 (530.46) 170.00

Sub contract and other

direct expenses 24 1,591.25 1,929.21 1,600.92 1,746.66 2,034.56 2,133.33

Employee benefits

expense 25 1,047.25 2,108.43 2,157.51 2,091.92 1,888.08 1,749.91

Finance costs 26 52.72 119.40 183.22 192.56 226.37 124.29

Depreciation and

amortisation expense 27 188.40 371.93 376.98 253.22 188.00 224.30

Other expenses 28 694.43 1,432.55 1,127.57 1,419.66 1,015.38 1,240.60

Provision for

anticipated losses and

expenditure

29 60.71 224.14 251.06 404.68 87.86 92.36

Total expenses 7,434.46 16,564.47 15,513.09 14,268.34 13,702.97 12,430.98

V Profit before tax (III-

IV) 2,840.15 4,428.37 1,119.21 4,345.09 3,981.63 2,306.03

VI Tax expense:

Current tax 986.45 1,659.60 470.01 1,509.86 1,267.85 775.74

Deferred tax 12 8.46 (89.52) (63.09) (0.46) 44.74 (22.99)

Net Profit(+)/Loss(-)

from Ordinary

Activities after tax(8-

9)

1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,553.28

Extraordinary item(net

of tax expense ) - - - - - -

VII Profit for the year 1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,553.28

VIII

Earnings per equity

share (Face value of `

10 each):

Basic and Diluted (in

`) 16.29 25.23 6.29 25.03 23.56 13.43

169







Financial Officer


Director

DIN - 06882228 DIN - 06869452 DIN - 07376798






C KRISHNAMOORTHY

Partner



170

Annexure III

RESTATED SUMMARY STATEMENT OF CASH FLOWS

` in millions

Particulars

For the

Half Year

Ended 30th

Sep 2016

For the

Year Ended

31st Mar

2016

For the

Year

Ended 31st

Mar 2015

For the

Year Ended

31st Mar

2014

For the

Year Ended

31st Mar

2013

For the

Year Ended

31st Mar

2012

A. Cash flow from

Operating Activities

Net profit before tax 2,840.15 4,428.37 1,119.21 4,345.09 3,981.63 2,306.03

Adjustments for :

Depreciation and

amortisation 176.41 344.98 346.96 215.74 143.35 173.52

Value of surrendered land

written off 0.00 0.56 0.00 0.00 0.00 0.00

Interest expense 52.72 109.70 172.79 189.50 225.59 117.66

Interest income (629.27) (993.61) (535.49) (508.29) (589.72) (501.40)

Rental income (2.63) (10.01) (32.81) (6.37) (7.70) (10.05)

Dividend income (30.26) (0.05) (0.11) (0.09) (0.61) (0.07)

Loss on sale of fixed assets 0.00 0.63 0.77 0.47 2.44 0.49

Profit on sale of fixed assets 0.00 (0.17) 0.00 (0.02) 0.00 0.00

Loss on derivative contracts

(Net) (22.28) 6.97 (53.40) 275.95 125.04 175.76

Unrealised loss/(gain) on

derivative contracts (Net) (3.00) 0.13 (3.39) 3.03 (33.92) 38.83

Exchange difference from

FE transactions 0.00 (2.28) (73.44) (6.87) (73.12) (32.02)

Diminution in carrying cost

of investment 0.00 1.00 0.00 0.00 0.00 0.00

Operating cash flow before

working capital changes 2,381.84 3,886.22 941.09 4,508.14 3,772.98 2,268.75

Adjustments for working

capital changes:

Inventories (393.12) 717.48 925.35 (406.59) 68.05 (1,277.90)

Trade and other receivables (1,365.98) (4,734.65) 3,351.57 (8,295.06) 1,995.91 3,300.82

Trade and other payables (67.33) 1858.56 2164.70 (764.64) (4587.15) (283.00)

Cash generated from

operation before Income

Tax

555.41 1,727.61 7,382.71 (4,958.15) 1,249.79 4,008.67

Income tax paid 899.30 1,334.18 748.54 883.60 766.65 904.45


Operating Activities (A) (343.89) 393.43 6,634.17 (5,841.75) 483.14 3,104.22

B. Cash flow from


Purchase of assets (156.45) (347.77) (347.73) (1,512.35) (694.47) (149.31)

Capital Work In Progress (35.41) (106.63) (52.14) 1,304.44 (743.92) (264.48)

Investment in Mutual Funds (4,232.50) 0.00 0.00 0.00 0.00 0.00

Redemption of Mutual

Funds 4,232.50 0.00 0.00 0.00 0.00 0.00

Sale or withdrawal of fixed

assets 0.00 0.29 0.00 0.02 0.00 0.02

Interest received 329.35 918.33 522.30 353.90 498.14 502.91

Rent received 1.31 10.01 32.81 6.37 7.70 10.05

Dividend income 30.32 0.00 0.00 0.09 0.61 0.07


Investing Activities (B) 169.12 474.23 155.24 152.47 (931.94) 99.26

171

` in millions

Particulars

For the

Half Year

Ended 30th

Sep 2016

For the

Year Ended

31st Mar

2016

For the

Year

Ended 31st

Mar 2015

For the

Year Ended

31st Mar

2014

For the

Year Ended

31st Mar

2013

For the

Year Ended

31st Mar

2012

C. Cash flow from


Issue of Tax free Bonds 0.00 0.00 0.00 1,230.00 0.00 0.00

Premium on issue of Tax

free Bonds 0.00 0.00 0.00 0.12 0.00 0.00

Short term borrowings 0.00 0.00 (2,109.18) 2,109.18 0.00 0.00

Loss/profit on derivative

contracts (Net) 22.28 (6.97) 53.40 (275.95) (125.04) (175.76)

Loss on exchange

difference from FE

transactions

0.00 2.28 73.44 6.87 73.12 32.02

Redemption of Preference

Shares 0.00 0.00 0.00 0.00 (391.42) (400.00)

Dividend paid 0.00 (169.92) (169.92) (169.92) (197.32) (168.68)

Dividend tax paid 0.00 (34.59) (28.88) (28.88) (32.01) (28.02)

Interest paid 0.00 (109.72) (172.79) (161.30) (225.59) (117.66)

2Net cash generated from

Financing Activities (C) 22.28 (318.92) (2,353.93) 2,710.12 (898.26) (858.10)

D. Net Increase in Cash &

Cash Equivalent

(A)+(B)+(C)

(152.49) 548.74 4,435.48 (2,979.16) (1,347.06) 2,345.38


the beginning of the year 5,114.71 4,565.97 130.49 3,109.65 4,456.71 2,111.33


the end of the year 4,962.22 5,114.71 4,565.97 130.49 3,109.65 4,456.71

Net cash increase/

(decrease) (152.49) 548.74 4,435.48 (2,979.16) (1,347.06) 2,345.38







Financial Officer


Director

DIN - 06882228 DIN - 06869452 DIN - 07376798






C KRISHNAMOORTHY

Partner



172

ANNEXURE IV

Notes on Adjustments for Restated Financial Statements

1. Below mentioned is the summary of results of restatement made in the audited accounts for the

respective years and its impact on the profits of the Company:

Sl

No Particulars

Amount (` in millions)

01/04/16-

30/09/16 2015-16 2014-15 2013-14 2012-13 2011-12

Adjustments

1

Prior period

Expenses (See Note

No.3( a) below) 156.69 (26.19) (58.18) (70.90) 37.87 (8.06)

2

Depreciation and

Amortisation (See

Note 3 (b) below) 0.00 0.00 0.00 9.92 1.73 (44.08)

3

Effect of Navy

Acquired Asset –

restated (See Note 3

(c) below) 0.00 (7.72) 6.26 1.46 0.00 0.00

4

Excess Provision

written back (See

Note 3 (d) below) (59.36) (57.59) (100.57) (5.76) 36.02 (54.51)

5

Materialisation of

Contingent

Liabilities (See Note

3 (e) below) 0.00 110.60 (4.90) 19.34 (4.90) (9.22)

6

Liabilities Provided

related to earlier

Years (See Note 3

(f) below) 0.00 168.52 352.74 12.94 (127.76) (107.76)

7

Change in Contract

Terms (See Note 3

(g) below) 0.00 0.00 (2,751.76) 1,468.56 1,283.20 0.00

Sub Total 97.33 187.62 (2,556.41) 1,435.56 1,226.16 (223.63)

8

Current Tax Impact

(See Note 3 (h)

below) 13.94 (25.80) 1,000.67 (535.68) (457.45) (103.40)

9

Deferred Tax

Impact (See Note 3

(h) below)

4.95 (53.78) (82.61) (6.58) 47.69 157.08

Sub Total 18.89 (79.58) 918.06 (542.26) (409.76) 53.68

Total 116.22 108.04 (1,638.35) 893.30 816.40 (169.95)

2. Changes in Accounting Policies:

There has been no change in Accounting Policies during the half year ended 30th September 2016 , Fiscal

years ended 31st March 2016, 31st March 2015, 31st March 2014, 31st March 2013 and 31st March 2012

3. Other Adjustments

In the financial statements for the half year ended 30th September 2016 ,Fiscal years ended 31st March

2016, 31st March 2015, 31st March 2014, 31st March 2013 and 31st March 2012, certain items of

income/expenses have been identified as adjustments pertaining to earlier years. These adjustments were

recorded in the year in which they were identified. However, for the purpose of Restated Financial

Statements, such adjustments have been appropriately recorded in the respective years to which the

transactions pertain. Adjustments related to financial years prior to year ended 31st March 2012 have

173

been adjusted against the opening balance of the Restated Summary Statement of Profit and Loss

Account as at 1st April 2011. The details of such adjustments are as under:

(i) Prior Period Items

In the Financial statements for the half year ended 30th September 2016 ,Fiscal years ended 31st

March 2016, 31st March 2015, 31st March 2014, 31st March 2013 and 31st March 2012, certain

items of income/expenses have been identified as prior period items. For the purpose of this

statement, such prior period items have been appropriately adjusted in the respective years.

(ii) Depreciation and amortisation

Pursuant to the notification of Schedule II of the Companies Act, 2013 (“the 2013 Act”), by the

Ministry of Corporate Affairs effective 1 April 2014, the Management has internally reassessed

and changed, wherever necessary the useful lives to compute depreciation, to conform to the

requirements of the 2013 Act, for Companies incorporated in India. Consequently, the carrying

amount as at 1st April 2014 is being depreciated over the revised remaining useful life of the

asset.

Accordingly, an amount of ` 38.51 millions (net of deferred Tax of ` 19.83millions)

representing the written down value of fixed asset with nil revised remaining useful life as at 1st

April 2014 was reduced from the retained earnings as at such date. The same has been adjusted

in the respective years and in the balance brought forward in Profit and Loss Account as at 1st

April 2011.

(iii) Effect of Indian Navy Acquired Asset– restated

The claim for asset acquired/constructed to augment the construction of Indigenous Aircraft

Carrier ( Quay III expansion and allied works) was initially denied by Indian Navy and hence

accounted as Company's asset and repairs expense and depreciation claimed in the accounts

during the financial years 2013-14 and 2014-15.Later on during the financial year 2015-16 ,

after lot of deliberations Indian Navy accepted the claim. In the financial year 2015-16, when

Indian Navy agreed to fund these assets and paid off ` 81.18 millions to the Company, the

Company wrote back/credited back the depreciation and repairs charged during the two

previous years, and treated the asset as Indian Navy acquired asset in the Financial statements.

For restatement purpose, items such as depreciation written back, fixed assets, Indian Navy

acquired asset (asset on infrastructure), depreciation and repairs expense have been adjusted, so

as to reflect the original transaction of charging the asset as Indian Navy funded asset.

(iv) Excess Provision written back

In the financial statements for the half year ended 30th September 2016, Fiscal years ended 31st

March 2016, 31st March 2015, 31st March 2014, 31st March 2013 and 31st March 2012, certain

Provisions created in earlier years were written back. For the purpose of Restatement, the said

provisions, wherever required have been appropriately adjusted in the respective years in which

the same were originally created and the balance brought forward in Profit and Loss Account

as at 1st April 2011.

In the case of ship repair contracts completed and invoices settled during the year, income

recognized is net of reductions due to price variation admitted. In the case of unsettled invoices,

the income is recognised net of estimated amount of reductions. Differences, if any, on

settlement are adjusted against income in the year of settlement. For the purpose of Restatement,

the said differences have been adjusted in the respective years in which income is recognized.

(v) Materialisation of Contingent Liabilities

In the financial statements for the half year ended 30th September 2016, Fiscal years ended 31st

March 2016, 31st March 2015, 31st March 2014, 31st March 2013 and 31st March 2012,

contingent liabilities are disclosed in the notes to accounts and are not recognized in the books

of accounts . However during the said periods certain contingent liabilities had subsequently

materialised and were provided for only in the subsequent year. For the purpose of Restatement,

the said liabilities have been adjusted to the respective year in which the liability relates to,

including adjustment to the balance brought forward in Profit and Loss Account as at 1st April

2011.

174

(vi) Liabilities Provided related to earlier Years

During the years under consideration, certain liabilities have been identified by the Company,

which were required to be provided in earlier years. For the purpose of Restated Financial

Statements, provisions for liabilities pertaining to earlier years accounted for during the half

year ended 30th September 2016, Fiscal years ended 31st March 2016, 31st March 2015, 31st

March 2014, 31st March 2013 and 31st March 2012 have been adjusted in the respective financial

years to which they pertain and in the balance brought forward in Profit and Loss Account as at

1st April 2011.

(vii) Change in Contract Terms

In respect of Indigenous Aircraft Carrier (IAC) income, pending the signing of Phase II

Contract, the income in respect of Phase II activities completed during financial years 2013-14

and 2012-13 were recognised in financial year 2013-14 at the rate of Phase I Contract and the

same is qualified in Auditor’s Report 2013-14. Since the contract for phase II has been signed

between Indian Navy and the Company on 16-12-2014 (2014-15), the difference between Phase

I Rate and Phase II Rate is applied on Phase II activities performed during financial years 2012-

13 and 2013-14, and income is recognised in the financial year 2014-15 for the same. For

Restatement, the same is adjusted in the actual financial years - 2013-14 and 2012-13.

(viii) Prior Year Tax

The Profit and Loss Account of some years include amounts paid/provided for or

refunded/written back, in respect of shortfall/excess income tax arising out of assessments,

appeals etc. which have now been adjusted in the respective years. Also, income tax (current

tax and deferred tax) has been computed on adjustments made as detailed above and has been

adjusted in the Restated Statement of Profit and Loss for the half year ended 30 th September

2016, Fiscal years ended 31st March 2016, 31st March 2015, 31st March 2014, 31st March 2013

and 31st March 2012 and in the balance brought forward in Profit and Loss account as at 1st

April 2011.

(ix) Profit and Loss Account as at 1st April 2011

(` in millions)

Particulars Amount

Profit and Loss Account as at 1st April 2011 (Audited) 6,899.64

Prior Period(See Note 3 (a) above) (31.22)

Depreciation and Amortisation -Schedule II Impact (See Note No.3

(b) above) (25.90)

Excess Provision written Back (See Note No.3 (d) above) 241.77

Materialisation of Contingent Liabilities (See Note No.3 (e) above) (110.92)

Liabilities Provided related to earlier Years (See Note 3 (f) above) (298.67)

Prior Year Tax (See Note No.3 (h) above) 99.02

Current Tax Impact 8.68

Deferred Tax Impact (46.90)

Profit and Loss Account as at 1st April 2011 (Restated) 6,735.50

4. Material Regrouping

Appropriate adjustments have been made in the Restated Financial Statements, wherever required, by a

reclassification of the corresponding items of income, expenses, assets, liabilities, receipts and payments

in order to bring them in line with the groupings as per the audited financial statement of the Company

as at and for the period ended 30th September 2016.

175

5. Matter of emphasis in the Auditors’ report

(a) Matters adjusted in Restated Financials

Auditors’ Report 2014-15

(i) Note No: 6.1 to the financial statements regarding recognition of differential income of ` 2,751.70

millions during the financial year 2014-15 based on Phase II contract signed during the year with

the Indian Navy in respect of certain Phase II activities of the Indigenous Air Craft Carrier carried

out in 2013-14 and recognized as income in the same year at Phase I rates.

Accordingly adjustments are made to the statement of financial information, as restated for the year

ended 31st March 2013, 31st March 2014 and 31st March 2015 as per Note No.3 (g)

(b) Matters not adjusted in restated Financials


(i) Note No.20 to the financial statements regarding the basis on which the Company has recognized

revenue from ship building/ship repair activities based on the Company’s own assessment of

physical completion and further, reliance is placed on the technical assessment and activity based

cost estimates defined by the Management for the purpose of recognition of income.

(ii) Note No: 35 to the financial statements regarding balances under trade receivables, deposits, claims

and sundry creditors which are subject to confirmation/reconciliation and consequent adjustment,

if any.


(i) Note No: 33 to the financial statements regarding balances under trade receivables, loans and

advances, deposits, claims and sundry creditors which are subject to confirmation/reconciliation

and consequent adjustment, if any.

(ii) Note No: 35 to the financial statements regarding the implementation of new ERP System and the

migration of all financial and cost records to the new system, which is under stabilization and

subject to post implementation audit.


(i) Balances under Trade Receivables and payables, other current liabilities, other non-current assets,

long and short term loans and advances are in the process of confirmation/reconciliation and

consequent adjustment, if any, upon confirmation.

(ii) Non-accounting of fixed assets financed by Indian Navy, as Company’s fixed assets in the books

of account of the Company and non-provision of depreciation thereof, as the ownership is stated to

be vested with Navy and non-accounting of assets and underlying outstanding liabilities of IAC

pertaining to goods pending inspection/goods in transit , as at year end are not quantified.

6. Auditor’s qualifications

(a) Adjusted in Restated Financials


(i) Reliance on the recognition of ` 9,332.00 millions under revenue from operations on ship building

of Indigenous Aircraft Carrier (IAC) for Indian Navy pertains mostly to phase-II of the

construction, provisionally based on the rates approved for phase-I, including` 864.80 millions as

referred to in Note for which formal contract defining the terms is yet to be entered into.

176

Accordingly adjustments are made to the statement of financial information, as restated for the year

ended 31st March 2013, 31st March 2014 and 31st March 2015 as per Note No.3 (g)

(b) Other audit qualifications which do not require any corrective adjustment in the financial

information are as follows:

In addition to the audit opinion on the financial statements, the auditors are required to comment

upon the matters included in the Companies (Auditor’s Report) Order, 2016 issued by the

Central Government of India in terms of sub-section (11) of Section 143 of the 2013 Act .Certain

statements/comments included in audit opinion on the financial statements , CARO, and Audit

Comment to the Directions/Sub-Directions issued by the Comptroller & Auditor General of

India under section 143 (5) of the Companies Act,2013 which do not require any adjustments

in the Restated Statements are reproduced below in respect of the financial statements presented.

(c) Financial Year ended 31st March2016

1. Audit Comment to the Directions/Sub-Directions issued by the Comptroller & Auditor

General of India under section 143 (5) of the Companies Act, 2013

(a) During the year, the Company has written off balance due from sundry debtors

amounting to `0.95 millions. As per the policy followed by the company, liquidated

damages, where the levies depend on decisions regarding force majeure condition of

contract, are accounted for on completion of contract and/or when final decision is

taken. Based on our examination of the records of the Company and according to the

information and explanations given to us, Liquidated damages accounted for has not

been waived /written off during the year. Based on the explanation given to us, the

Company does not have the practice of claiming interest on delayed payment from

customers though certain contracts provide for the same.

(b) Based on our examination of the books and records of the Company, during the

financial year 2015-16, claims disallowed by the Indian Navy amounting to `1.003

millions have been adjusted against income in the books of accounts and claims

disallowed amounting to `10.78 millions have been resubmitted and pending approval,

this has not been adjusted in the Statement of Profit and Loss.

2. CARO – Clause vii (b)

Details of dues outstanding with respect to Income tax, Sales tax, Value added tax, Service

Tax and Duty of Customs on account of disputes

(` in millions)

Name of

Statute

Nature of the

dues Amount*

Period to which the

amount relates

Forum where

dispute is pending

Income Tax

Act, 1961

Income Tax

6.33 AY 2000-01 Assessing Authority

(Case remanded by

Income Tax

Appellate Tribunal)

0.83 AY 2002-03 Income Tax

Appellate Tribunal

0.03 AY 2003-04 Income Tax

Appellate Tribunal

28.86 AY 2010-11 Commissioner of

Income Tax

(Appeals)


Income Tax

(Appeals)

177

(` in millions)

Name of

Statute

Nature of the

dues Amount*

Period to which the

amount relates

Forum where

dispute is pending


Income Tax

(Appeals)


Income Tax

(Appeals)

Kerala General

Sales Tax Act,

1963

Sales Tax

4.90 1996-97 Deputy

Commissioner

(Appeals)

5.80 1999-00

Assessing Authority,

Commercial Taxes

(Remanded back to

Assessing Officer by

the Kerala Sales Tax

Appellate Tribunal.

11.19 2000-01 Deputy

Commissioner

(Appeals)

Value Added

Tax

7.34 2001-02 Deputy

Commissioner

(Appeals)

20.22 2004-05 Deputy

Commissioner

(Appeals)

Kerala Value

Added Tax Act,

2003

Value Added

Tax

65.22 2005-06 Deputy

Commissioner

(Appeals)

35.65 2007-08 Deputy

Commissioner

(Appeals)

Finance Act,

1994

Service Tax

61.54 April 2003- March

2007

Custom Excise &

Service Tax

Appellate Tribunal

Bangalore

4.63 April 2007- December

2008

Commissioner of

Central Excise

(Appeals)

2.85 January 2009-

September 2009

Commissioner of

Central Excise

(Appeals)

3.59 October 2009-

September 2010

Commissioner of

Central Excise

(Appeals)

4.33 October 2010-

September 2011

Commissioner of

Central Excise

(Appeals)

2.90 October 2011- June

2012

Commissioner of

Central Excise

(Appeals)

0.41 July 2012- September

2013

Commissioner of

Central Excise

(Appeals)

4.59 July 2012- March

2013

Commissioner of

Central Excise

(Appeals)

http://cestat.gov.in/



178

(` in millions)

Name of

Statute

Nature of the

dues Amount*

Period to which the

amount relates

Forum where

dispute is pending

0.54 October 2013- March

2015

Commissioner of

Central Excise

(Appeals)

Customs Act,

1962

Duty of

Customs

2.33

(Interest on

addl. duty)

1992-1993 Custom Excise &

Service Tax

Appellate Tribunal

Bangalore

1,489.14 2010-2015 Hon’ble High Court

of Kerala.

2.75

(Interest on

addl. duty)


Service Tax

Appellate Tribunal

Bangalore

2.21

(Interest on

addl. duty)


Service Tax

Appellate Tribunal

Bangalore

* Amount mentioned net of taxes paid.

(d) Financial Year ended 31st March, 2015

1. Note No.18 to the financial statements regarding the basis on which the Company has

recognized revenue from ship building/ship repair activities based on the Company’s own

assessment of physical completion and further, reliance is placed on the technical

assessment and activity based cost estimates defined by the Management for the purpose

of recognition of income;

2. Note No: 32 to the financial statements regarding accounting of liabilities towards

subcontract works, at the end of the year, based on Company’s estimate; the ultimate

impact, if any, of the above estimates on the financial statements is not ascertainable at this

stage.

3. Audit Comment to the Directions/Sub-Directions issued by the Comptroller & Auditor

General of India under section 143 (5) of the Companies Act,2013

(a) There are no cases of waiver/write off of debts loans etc. and no instances of waiver of

interest which have been charged to revenue. Based on the explanation given to us the

Company does not have the practice of claiming interest on delayed payment from

customers though certain contracts provide for the same

(b) The Company has not received any assets as Gift from Government or other

authorities. Records maintained relating to items dispatched out of the Company

against returnable gate pass, offers scope for improvement and the procedures followed

relating to items sent out on returnable basis needs to be strengthened.

(c) According to the information given to us, a report on age wise analysis of pending

legal/ arbitration cases (other than Statutory matters), is given below.

(` in millions)

Serial

No

Age of

pending cases

No of

cases

Amount

involved*

Legal

Expenses

Reasons for pendency/ Present

position

1 0-3 years 30 151.93 Total legal

expenses

incurred

during the

year

amounts to

The delay is attributable to

adjournments in courts/ legal

matters/ other court related matters.

2 4-6 years 5 280.36 The delay is attributable to












179

(` in millions)

Serial

No

Age of

pending cases

No of

cases

Amount

involved*

Legal

Expenses

Reasons for pendency/ Present

position

3 7-10 years 2 - `.5.19

millions

(Previous

year-

`.1.55

millions)




4 Above 10

years

10 157.29 The delay is attributable to



*to the extent quantifiable and having financial impact on the Company

4. CARO

Clause ii (a) – Frequency of physical inventory verification needs to be increased.

Clause vii (d) The following dues of Income tax, Sales tax and Value added tax have not

been deposited by the Company on account of disputes:

(` in millions)

Name of

Statute

Nature of the

dues Amount*

Period to which

the amount

relates

Forum where dispute is

pending

Income Tax Act,

1961

Income Tax

6.33 AY 2000-01 Case remanded by ITAT

0.83 AY 2002-03 Income Tax Appellate

Tribunal


Tribunal

28.86 AY 2010-11 Commissioner of Income Tax

(Appeals)


(Appeals)


(Appeals)

Kerala General

Sales Tax Act,

1963

Sales Tax 11.19 2000-01 Deputy Commissioner

(Appeal)

Value Added

Tax

7.34 2001-02 Deputy Commissioner

(Appeal)


(Appeal)

Kerala Value

Added Tax Act,

2003

Value Added

Tax


(Appeal)


(Appeal)

* Amount mentioned net of taxes paid.

(e) Financial Year ended 31st March2014

1. Reliance on the recognition of revenue from ship building/repair based on the Company’s

own assessment of physical completion. (Refer Note number 18)

2. Accounting of liabilities towards subcontract work based on Company’s estimate pending

confirmation by the parties. (Refer note number 5A)

We are unable to determine the financial impact of the above qualifications in points (i) to

(iii) in the absence of appropriate details.

3. CARO

180

Clause I (b) the fixed assets have been stated to be physically verified by the Management

during the year and is not observed by us. However the Physical verification procedure

needs to be strengthened. As explained to us, no material discrepancies were noticed on

such physical verification.

Clause ii (b) In our opinion, the procedure of physical verification of inventories followed

by the Management need to be strengthened in relation to the size of the Company and the

nature of its business.

Clause iv In our opinion and according to the information and explanations given to us, the

internal control system should be strengthened to commensurate with the size of the

Company and nature of its business for the purchase of inventory and fixed assets and for

the sale of goods and services. According to the information and explanations given to us,

there is no continuing failure to correct major weaknesses in internal control.

Clause vii In our opinion, the scope of internal audit function carried out by firm of

Chartered Accountants, need to be enlarged to commensurate with the size of the Company

and nature of its business.

Clause ix (b) The particulars of dues towards value added tax, income tax, customs duty,

excise duty, service tax, entry tax and cess as at 31st March 2014 which have not been

deposited on account of disputes are furnished below:

(` in millions)

Name of Statute Nature of the

dues Amount*

Period to which

the amount

relates

Forum where dispute is

pending

Income Tax Act,

1961

Income Tax

6.33 AY 2000-01 Case remanded by ITAT

0.86 AY 2002-03 &

AY 2003-04

Income Tax Appellate

Tribunal


(Appeals)


(Appeals)

Kerala Value

Added Tax Act,

2003

Value Added

Tax

35.65 2007-08 KVAT Appellate Tribunal

65.22 2005-06 KVAT Appellate Tribunal

Kerala General

Sales Tax Act,

1963

Sales Tax


(Appeal)


(Appeal)


(Appeal)

Finance Act, 1994 Service Tax 164.75 2004-05 Commissioner of Central

Excise, Customs & Service

Tax

Clause xxi–During the course of our examination of the books and records of the Company,

carried out in accordance with the generally accepted auditing practices in India and

according to the information and explanation given to us, we have neither come across any

instance of fraud on or by the Company, noticed nor reported during the year, nor have

been informed of such case by the Management except tampering of certain e-tickets by

the Company’s travel agents. As explained to us, the financial implication in the instant

case, based on the initial assessment is around Rs 0.19 millions only.

(f) Financial Year ended 31st March 2013

1. Accounting of liabilities towards unsettled and incomplete subcontract work, at the end of

the year, on an estimated basis

181

2. Effect of using estimates for arriving at , the total contract cost for the purpose of

recognition of income from ship building contracts under percentage completion method,

recognition of anticipated loss on ship building contracts and for recognition of income

from ship repair activities under proportionate completion method and reduction from

invoice value for arriving at ship repair turnover and the consequent impact, if any, on the

profitability and current assets as on the Balance sheet date is not ascertainable.

3. CARO

Clause ix (b) The details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax,

Customs Duty, Excise Duty and cess which have not been deposited on account of any

dispute are detailed below:

(` in millions)


dues Amount*

Period to which

the amount

relates

Forum where dispute

is pending

Income Tax Act,

1961

Income Tax 6.33

0.86

35.08

A.Y.2000-01

A.Y.2002-03 &

AY2003-04

A.Y.2004-05,

AY 2005-06,

AY 2008-09 &

AY 2010-11

Case remanded by

ITAT pending before

Assessing Officer


Tribunal

Commissioner of

Income Tax (Appeals)

Kerala Value

Added Tax Act,

2003

-do-

-do-

Penalty

Value Added

Tax

-do-

254.68

278.66

547.47

2008-09

2005-2006

2007-2008

KVAT Appellate

Tribunal

Deputy Commissioner

(Appeal)\

-do-

Kerala General

Sales Tax Act,

1963

Sales Tax 11.99

7.34

19.64

2000-01

2001-02

2004-05

Deputy Commissioner

(Appeal)\

-do-

-do-

Finance Act, 1994 Service Tax 32.29

164.75

24.24

2003-04,2004-

05,2005-06,2006-

07

& 2007-08

2004-05

2009-10,2010-11

& 2011-12

Customs, Excise and

Service Tax Appellate

Tribunal

Commissioner

(Central Excise &

Service Tax)

(g) Financial Year ended 31st March 2012

1. Accounting of liabilities towards unsettled and incomplete subcontract work, at the end of

the year, on an estimated basis

2. Effect of using estimates for arriving at , the total contract cost for the purpose of

recognition of income from ship building contracts under percentage completion method,

recognition of anticipated loss on ship building contracts and for recognition of income

from ship repair activities under proportionate completion method and reduction from

182

invoice value for arriving at ship repair turnover and the consequent impact, if any, on the

profitability and current assets as on the Balance sheet date is not ascertainable.

3. CARO

Clause ix (b) The details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax,

Customs Duty, Excise Duty and cess which have not been deposited on account of any

dispute are detailed below:

(` in millions)


dues Amount*

Period to which

the amount

relates

Forum where dispute

is pending

Income Tax Act,

1961

Income Tax 6.33

1.89

0.85

2.79

A.Y.2000-01

A.Y.2004-05

A.Y.2002-03 &

AY 2003-04

A.Y.2005-06 &

AY 2008-09

Case remanded by

ITAT pending before

Assessing Officer

Commissioner of



Tribunal

Commissioner of


Kerala Value Added

Tax Act, 2003

-do-

-do-

Penalty

Value Added

Tax

-do-

254.68

278.66

547.47

2008-09

2005-2006

2007-2008

Appellate Tribunal

Deputy Commissioner

(Appeal)

-do-

Kerala General Sales

Tax Act, 1963

Sales Tax 7.34

19.64

2001-02

2004-05

Deputy Commissioner

(Appeal)

-do-

Finance Act, 1994 Service Tax 32.29

164.75

2003-04,2004-

05,2005-06,2006-

07

& 2007-08

2004-05

Customs, Excise and

Service Tax Appellate

Tribunal

Commissioner

(Central Excise)

183

ANNEXURE –IVA: BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of preparation of financial statements

The Restated Financial Statements have been prepared under Indian Generally Accepted Accounting

Principles (IGAAP) and in accordance with the requirements of:

(a) section 26 of Part I of Chapter III of the Companies Act 2013 read with Rule 4 to Rule 6 of the

Companies (Prospectus and Allotment of Securities) Rules, 2014,

(b) item (IX) of Part A of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital

and Disclosure Requirements) Regulations, 2009 as amended to date in pursuance of provisions of

Securities and Exchange Board of India Act,1992 read along with the SEBI circular No.

SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 on Clarification regarding disclosures in

Offer Documents under the SEBI Regulations issued by the Securities and Exchange Board of India

in connection with the Proposed Initial Public Offering of Equity Shares of the Company.

1.2 Use of estimates

In the preparation of financial statements, the management makes estimates and assumptions in

conformity with the Generally Accepted Accounting Principles in India. Such estimates and assumptions

are made on reasonable and prudent basis taking into account all available information. However actual

results could differ from these estimates and assumptions and such differences are recognized in the

period in which results are ascertained.

1.3 Property, Plant and Equipments and depreciation

Tangible assets are stated at cost of acquisition less accumulated depreciation and impairment if any.

Cost comprises of purchase price, inward freight, duties, taxes and any attributable cost of bringing the

assets to its working condition for its intended use.

Subsequent expenditure incurred on existing fixed assets is added to their book value only if such

expenditure increases the future benefits from the existing assets beyond their previously assessed

standard of performance.

Spares, stand-by equipment and servicing equipment meeting the definition of property, plant and

equipment (PPE) are recognised in accordance with the Accounting Standard 10 (Revised) on Plant,

Property and Equipment issued by MCA vide Notification dated 30 March 2016 read with General

Circular 04/2016 dated 27th April 2016.

Capital work in progress comprises of the cost of fixed assets that are not yet ready for their intended use

at the reporting date.

Depreciation on fixed assets is provided on straight-line method based on useful life of the asset as

prescribed in Schedule II to the Companies Act, 2013 effective from 01.04.2014 except in respect of the

following items: -For the assets acquired from Cochin Port Trust for International Ship Repair Facility

(ISRF), depreciation is provided on the basis of useful life as assessed by technical experts.

1.4 Intangible Asset and amortisation

Cost incurred on Design Development which are not directly chargeable on a product are capitalised as

'Intangible Asset' and amortised on a straight-line basis over a period of five years. Cost of software

which is not an integral part of the related hardware acquired for internal use is capitalised as intangible

asset and amortised on a straight-line basis over a period of three years.

Up- front fee paid for securing right to use of land and other facility is capitalised as intangible asset and

amortised on a straight line basis over the period of 30 years for which the right has been obtained.

Cost of internally generated weld procedure is capitalised as 'Intangible Asset' and amortised on a

straight-line basis over a period of three years.

184

1.5 Impairment of Assets

The Company assesses the impairment of assets with reference to each Cash Generating Unit, at each

Balance Sheet date. If events or changes in circumstances based on internal and external factors indicate

that the carrying value may not be recoverable in full, the loss on account and the recoverable amount,

is accounted for accordingly.

1.6 Investments

Investments that are readily realizable and are intended to be held for not more than one year from the

date of such investments are classified as current investments. All other investments are classified as

Noncurrent Current investments are carried at lower of cost and fair value. Non-current investments are

valued at cost unless there is a permanent diminution in the value thereof.

1.7 Revenue Recognition

(a) Contracts for the construction of ships and small crafts (Other than Defence Vessels)

The income from ship building is recognized on percentage of completion method, in proportion to

the cost incurred for the work performed up to the reporting date bear to the estimated total contract

cost, considering the physical progress or financial progress, whichever is lower. Where current

estimates of total contract costs and revenue indicate a loss, provision is made for the entire loss,

irrespective of the amount of work done.

(b) Construction of Defence vessels

Income from the construction of vessels which are on fixed price basis is recognized on percentage

of completion method, in proportion to the cost incurred for the work performed up to the reporting

date bear to the estimated total contract cost, considering the physical progress or financial progress,

whichever is lower. Where current estimates of total contract costs and revenue indicate a loss,

provision is made for the entire loss, irrespective of the amount of work done.

(c) Construction of Indigenous Aircraft Carrier (IAC)

In the case of construction of IAC which is partly fixed price basis and partly cost plus basis, the

income from fixed price part is recognized on the percentage of completion method.

Income from 'cost plus' part of the contract activities for design outsourcing and material

procurement are recognized when the activities are performed / materials received/ payments made.

Cost of material and other expenses incurred for the vessel which are recoverable separately from

Indian Navy is charged off to the Statement of Profit and Loss and are grossed up with the value of

work done and recognized as income.

(d) Contracts for repair of ships/ offshore structures:

Income from repair of ships /offshore structures is recognized based on proportionate completion

method when proportionate performance of each ship repair activity exceeds 75%. The proportionate

progress is measured by the Company's technical evaluation of the percentage of physical

completion of each job. Revenue is recognized after taking into consideration possible contingencies

with reference to the realizable value of work done. In the case of ship repair contracts completed

and invoices settled during the year, income recognized is net of reductions due to price variation

admitted. In the case of unsettled invoices, the income is recognised net of estimated amount of

reductions. Differences, if any, on settlement are adjusted against income in the year of settlement.

(e) Excise Duty

The products manufactured by the Company such as ships / ship repair are exempted from the

purview of excise duty.

(f) Liquidated damages and interest on advances

No income has been recognized on account of (a) interest on advances given and (b) liquidated

damages, where the levies depend on decisions regarding force majeure condition of contract. These

are accounted for on completion of contracts and / or when final decisions are taken.

185

(g) Others

Dividend income is recognized when the Company's right to receive is established.

1.8 Inventories

(a) Raw materials, components, stores and spares are valued at weighted average cost method or net

realisable value whichever is lower. Provision for obsolescence / non- usability / deterioration is

determined on the basis of technical assessment made by the management. Goods in transit is valued

at cost. Stock of materials in respect of construction of defence vessels wherein the cost incurred is

reimbursed by the owner are shown as reduction from the advances paid by the owner for

construction of the vessel.

(b) Work in progress:

Ship Building: - Work- in- progress is recognised only when the percentage of physical completion

is less than the financial completion, in which case the cost proportionate to excess of percentage of

financial completion over physical completion is treated as Work in progress. In the case of

Indigenous Aircraft Carrier since all the materials belongs to Indian Navy, Work in progress is not

recognized.

Work- in -progress of ships/offshore structures under repair, which have not reached 75% stage of

physical completion and general engineering jobs are valued at cost. Work- in- progress of ships

where physical construction has not started is also valued at cost.

(c) Loose tools stock are valued at cost and tools in use are revalued after providing for loss on

revaluation estimated at 30% of book value.

(d) Stock of scrap is valued at net realizable value after adjusting customs duty, if any, payable on the

scrap.

1.9 Advance/progress payments received

Advance/progress payments received from customers in respect of repair work of ships/offshore

structures are shown as deduction from the amount of work -in -progress in respect of income recognized

under proportionate completion method. In the case of ship building, the advance payment received is

adjusted only when the ship is invoiced.

1.10 Employee benefits

(a) Liability in respect of Defined benefit plan is provided on the basis of actuarial valuation as on the

date of Balance Sheet. The method of actuarial valuation adopted is the Projected Unit Credit

method.

(b) Liability for payment of gratuity is determined by actuarial valuation as per Accounting Standard

15 (Revised) and funded to Employees Group Gratuity Trust as per Rules.

(c) Defined contribution to Employees Provident Fund and Employees’ Pension Scheme, 1995 are

made on a monthly basis as per respective statutes.

(d) Liability in respect of Leave entitlement is made on actuarial valuation basis at the year end and

provided for as per Accounting Standard 15 (Revised).

1.11 Borrowing cost

General and specific borrowing costs directly attributable to acquisition/ construction or production of

qualifying assets are capitalised as part of cost of such assets up to the date when such assets are ready

for intended use. A qualifying asset is one that necessarily takes substantial period of time to get ready

for its intended use. All other borrowing costs are charged to the Statement of Profit and Loss in the

period in which they are incurred.

186

1.12 Prior period adjustment

Prior period adjustments and extra ordinary items having material impact on the financial affairs of the

Company are disclosed.

1.13 Foreign Currency Transactions

(a) Foreign Currency Transactions:

Foreign exchange transactions are recorded adopting the exchange rate prevailing on the dates of

respective transactions. Monetary assets and liabilities denominated in foreign currencies existing

as on the Balance Sheet date are translated at the exchange rate prevailing as at the Balance Sheet

date. The exchange difference arising from the settlement of transactions during the period and effect

of translations of assets and liabilities at the Balance Sheet date are recognized in the Statement of

Profit and Loss.

(b) Derivative instruments and hedge accounting:

The company uses foreign currency derivative contracts to hedge its risks associated with foreign

currency fluctuations relating to certain firm commitments and highly probable forecasted

transactions. The company designated these as cash flow hedges applying the recognition and

measurement principles set out in the Accounting Standard 30- Financial Instruments: Recognition

and Measurement issued by Institute of Chartered Accountants of India

The use of foreign currency and derivative contracts is governed by the Company's policies approved

by the Board of Directors which provide written principles on the use of such financial derivatives

consistent with the Company's risk management strategy. The company does not use derivative

financial instruments for speculative purposes.

Foreign currency derivative instruments are initially measured at fair value and are re-measured at

subsequent reporting dates. Changes in the fair value of these derivatives that are designated as

effective cash flow hedges are recognized in Hedge Reserve Account under Shareholders' Funds and

the ineffective portion is recognized in the Statement of Profit and Loss. Changes in the fair value

of derivative financial instruments that do not qualify for hedge accounting are recognized in the

Statement of Profit and Loss as and when they arise.

Hedge accounting is discontinued when the hedge instrument expires or is sold, terminated, or

exercised, or no longer qualifies for hedge accounting. If a hedged transaction is no longer expected

to occur, the net cumulative gain or loss recognized in reserves is transferred to the Statement of

Profit and Loss.

1.14 Earnings Per Share

Basic/Diluted Earnings per share reported is calculated by dividing the Net Profit after Tax for the year

(including post tax effect of any extraordinary items) by the weighted average number of equity

shares/dilutive potential equity shares outstanding as at the end of the year as the case may be.

1.15 Taxes on Income

Current tax is determined as the amount of tax payable in respect of taxable income for the year computed

in accordance with the provisions of the Income Tax Act, 1961. Deferred tax liability or asset is

recognized at subsequently enacted tax rates, subject to the consideration of prudence, on timing

difference, being the difference between the taxable income and accounting income that originate in one

period and are capable of reversal in one or more subsequent periods.

Deferred tax assets are recognized only to the extent there is reasonable certainty that sufficient future

taxable income will be available, except that deferred tax asset arising due to unabsorbed depreciation

and losses are recognized if there is a virtual certainty that sufficient future taxable income will be

available to realize the same.

1.16 Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised if, as a result of a past event, the Company has a present legal obligation that

can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle

the obligation. Provisions are determined by the best estimate of the outflow of economic benefits

required to settle the obligation at the reporting date.

187

Provision towards guarantee claims in respect of ships/ small crafts delivered wherever provided

/maintained is based on technical estimation. As per revised policy, for ships delivered, the guarantee

claims are covered by way of insurance policies covering the guarantee period on case to case basis,

wherever required. Insurance claims against Guarantee defects and Builders risk will be recognised in

the year in which the survey is completed and probable amount of settlement is intimated by the Insurance

Company.

All other Insurance claims are recognised in the year of settlement by way of receipt of the settlement

amount.

Contingent liability is disclosed when the company has a possible obligation or a present obligation and

it is probable that a cash flow will not be required to settle the obligation.

Contingent assets are neither recognized nor disclosed in the accounts.

1.17 Segment Reporting

Identification of segments: The Company’s operating businesses are organized and managed separately

according to the nature of products and services provided.

Unallocated items: Unallocated items include general income and expense items which are not allocated

to any business segment.

1.18 Cash Flow Statement

Cash flows are reported using the indirect method, whereby Profit / (Loss) before extra-ordinary items

and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past

or future cash receipts or payments. The cash flows from Operating, Investing and Financing activities

of the Company are segregated based on the available information.

188

ANNEXURE IVB: OTHER NOTES ONACCOUNTS

Note 1

Restated Statement of Share Capital

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

Authorised

7% Non-cumulative

Redeemable Peference shares

of `1000/- each

0.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00

Equity shares of ` 10/- each 2,500.00 1,300.00 1,300.00 1,300.00 1,300.00 1,300.00

Issued, Subscribed and Fully

paid up

7% Non-cumulative Preference

shares of `1000/- each 0.00 0.00 0.00 0.00 0.00 391.42

(Due for redemption

progressively from 26 April

2012)

(The above shares have been

issued as fully paid-up by

conversion of loans from Govt

of India as part of capital

restructuring which were

originally due for redemption

on 26 April 2005 and were

reissued with retrospective

effect.)

Equity shares of ` 10 each fully

paid up 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80

Total 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80 1,524.22

1.1 Reconciliation of number of shares and amounts outstanding

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

Equity Shares outstanding at

the beginning of the year 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80

Add : Shares issued during the

year - - - - - -

Equity Shares outstanding at

the end of the year 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80

1.2 Details of shareholders holding more than 5% shares in the company

` in millions

Name of Shareholder

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

% of

holding

% of

holding

% of

holding

% of

holding

% of

holding

% of

holding

The President of India 100 100 100 100 100 100

189

Note 2

Restated Statement of Reserves and Surplus

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar

2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at

31st Mar

2012

Capital Reserves

Balance as at the beginning and

end of the year 26.36 26.36 26.36 26.36 26.36 26.36

26.36 26.36 26.36 26.36 26.36 26.36

Capital Redemption Reserve

Balance as at the beginning of

the year 1,191.42 1,191.42 1,191.42 1,191.42 800.00 400.00

Add: Current year transfer 0.00 0.00 0.00 0.00 391.42 400.00

Balance as at the end of the

year 1,191.42 1,191.42 1,191.42 1,191.42 1,191.42 800.00

Securities Premium Reserve

Premium on Tax Free Bonds


the year 0.09 0.12 0.12 0.00 0.00 0.00


Less: Amortisation of premium 0.00 0.03 0.00 0.00 0.00 0.00


year 0.09 0.09 0.12 0.12 0.00 0.00

Debenture Redemption

Reserve


the year 65.92 37.09 8.26 0.00 0.00 0.00



year 80.34 65.92 37.09 8.26 0.00 0.00

Other Reserves

General Reserve


the year 632.27 632.27 514.74 417.62 324.99 152.66

Add: Transfer from surplus in

Statement of Profit and Loss 0.00 0.00 117.53 97.12 92.63 172.33


year 632.27 632.27 632.27 514.74 417.62 324.99

Hedge Reserve

As per last Balance Sheet -

gain/(loss) 3.55 0.00 22.29 (2.25) 11.51 275.10

Add: Net gain/(loss) during the

year (3.55) 3.55 (22.29) 24.54 (13.76) (263.59)

Closing balance - gain/(loss) 0.00 3.55 0.00 22.29 (2.25) 11.51

Surplus in the Statement of Profit and Loss


the year 14,152.69 12,366.24 12,004.82 9,473.31 7,487.12 6,899.64

Less: Adjustments made to

opening reserve 164.14

14,152.69 12,366.24 12,004.82 9,473.31 7,487.12 6,735.50

Add : Net Profit for the current

year 1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,553.28

15,997.93 15,224.53 12,717.11 12,309.00 10,156.16 8,288.78

Less :

Transfer to Capital Redemption

Reserve 0.00 0.00 0.00 0.00 391.42 400.00

190

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar

2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at

31st Mar

2012

Transfer to Debenture

Redemption Reserve 14.42 28.83 28.83 8.26 0.00 0.00

Transfer to Reserves 0.00 0.00 117.53 97.12 92.63 172.33

Proposed dividend 0.00 866.59 169.92 169.92 169.92 197.32

Tax on dividend 0.00 176.42 34.59 28.88 28.88 32.01


year 15,983.51 14,152.69 12,366.24 12,004.82 9,473.31 7,487.12

Total: 17,913.99 16,072.30 14,253.50 13,768.01 11,106.46 8,649.98

Note 3

Restated Statement of Long Term Borrowings

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at

31st Mar

2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at

31st Mar

2012

Tax Free Secured

Redeemable Non

Convertible Bonds -

Series 2013-14

1,230.00 1,230.00 1,230.00 1,230.00 0.00 0.00

Total 1,230.00 1,230.00 1,230.00 1,230.00 0.00 0.00

Tax Free Infrastructure Bond Series 2013-14

4.1 a) Tranche 2: 230 bonds of face value of `1.00 million totalling ` 230 million with interest rate of 8.72%

payable annually, redeemable at par due for redemption on 28 th March , 2029 .

b) Tranche 1: 1000 bonds of face value of `1.00 million totalling ` 1000 million with interest rate of 8.51% payable

annually , redeemable at par due for redemption on 02nd December , 2023

4.2 These bonds are secured against the landed properties of the Company admeasuring 197.12 ares (487.00 cents)

made up of 34.30 ares in Sy No. 713/11, 23.57 ares in Sy No. 713/12, 59.12 ares in Sy No. 713/13, 50.18 ares in

Sy No. 714/06, 10.12 ares in Sy No. 714/2, 8.90 ares in Sy No. 714/4 and 10.93 ares in Sy No. 714/5 of land all are

lying contiguously in Elamkulam village, Kanayannur taluk, Ernakulam District.

4.3 Utilisation: Out of the issue proceeds of ̀ 1230 millions received, the Company has fully utilised/adjusted funds

towards various expenditure incurred on International Ship Repair Facility (ISRF) project.

Note 4

Restated Statement of Other long term Liabilities

` in millions

Particulars As at

30th Sep 2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

Trade payables 0.00 0.00 0.00 30.00 25.18 49.72

Others 26.12 26.12 26.12 26.12 26.12 26.12

Total 26.12 26.12 26.12 56.12 51.30 75.84

191

Note 5

Restated Statement of Long Term Provisions

` in millions

Particulars As at

30th Sep 2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31 st

Mar 2012

Provision for

employee benefits

Leave entitlement 192.90 189.65 193.22 179.36 197.43 191.37

Total 192.90 189.65 193.22 179.36 197.43 191.37

Note 6

Short Term Borrowings

` in millions

Particulars As at

30th Sep 2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

Short term borrowings

from banks (secured) * 0.00 0.00 0.00 1,153.18 0.00 0.00

Short term borrowings

from banks (unsecured)** 0.00 0.00 0.00 956.00 0.00 0.00

Total 0.00 0.00 0.00 2,109.18 0.00 0.00

* SBI-EPC Loan @ 7.70% up to 31/7/13 and 7% during 1/8/13 - 31/3/14

**Short Term Loan from UBI for IAC @10.25%

Note 7

Restated Statement of Trade Payables

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

Trade payables (Unsecured)

Outstanding dues of

Micro, Small and Medium

Enterprises

191.89 133.38 103.10 43.61 25.31 0.00

Outstanding dues of creditors

other than

Micro, Small and Medium

Enterprises

3,365.26 1,965.39 1,606.74 1,672.50 1,374.99 3,066.47

Total 3,557.15 2,098.77 1,709.84 1,716.11 1,400.30 3,066.47

Note 8

Restated Statement of Other Current Liabilities

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

Advance for Indigenous

Aircraft Carrier (Cost

plus)

46,121.24 42,954.09 35,700.61 26,402.65 24,124.71 20,061.16

Amount advanced by the

Company for Cost plus 0.00 0.00 0.00 956.00 0.00 0.00

192

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

Less: Indigenous Aircraft

carrier inventory in stock 4,929.42 3,979.34 3,086.78 5,528.10 5,592.81 3,445.11

Less: Material issued 30,283.69 26,890.10 20,625.75 15,201.44 10,586.64 7,048.65

Less: Design and other

direct expenses 3,023.60 3,001.14 2,857.89 2,745.88 2,717.11 2,558.63

Less: Advance for

purchase of materials 1,758.71 1,534.66 1,881.82 1,468.33 1,323.88 2,460.30

Less: Other expenses

against cost plus

activities

4,752.22 4,415.91 3,478.47 2,921.68 2,463.22 1,928.89

1,373.60 3,132.94 3,769.90 (506.78) 1,441.05 2,619.58


Aircraft Carrier fixed

price contact

23,134.40 22,658.78 18,150.40 11,252.00 10,410.00 9,280.00

Less : Income recognised

so far 25,856.16 23,467.45 19,211.40 17,582.24 11,907.01 9,564.99

(2,721.76) (808.67) (1,061.00) (6,330.24) (1,497.01) (284.99)


Aircraft Carrier

infrastructure

2,627.85 2,296.59 1,917.71 1,917.71 1,917.71 2,134.64

Less: Assets on

infrastructure 2,418.84 2,218.78 2,004.42 2,007.10 1,895.68 1,874.55

Less: WIP/advance to

contractors for

infrastructure

0.00 0.00 0.00 0.00 0.63 4.89

209.01 77.81 (86.71) (89.39) 21.40 255.20

Advance outstanding for

Indigenous Aircraft

Carrier works (Net)

(1,139.15) 2,402.08 2,622.19 (6,926.41) (34.56) 2,589.79

Less : transfer to Trade

Receivables 1,139.15 0.00 0.00 6,926.41 34.56 0.00

Advance outstanding for

Indigenous Aircraft

Carrier works (Net) 0.00 2,402.08 2,622.19 0.00 0.00 2,589.79

Advances for other ship

building contracts 5,007.37 5,290.99 3,835.17 4,785.26 5,811.57 6,654.12

Advances for ship repair

and others 18.18 27.82 13.08 36.42 76.72 71.10

Forward Contract 0.00 0.00 0.00 0.00 0.00 18.78

Interest accrued but not

due 80.92 28.20 28.20 28.20 0.00 0.00

Income received in

advance 3.28 2.12 2.02 0.00 3.76 5.52

Creditors for expenses 0.00 0.00 0.00 95.65 53.37 73.52

Other Payables

Security and other

deposits 101.85 87.58 78.47 0.00 0.00 0.00

Statutory dues 259.69 42.65 81.71 0.00 0.00 0.00

Other liabilities 2,143.70 1,485.99 1,495.32 1,119.35 894.68 814.85

Total 7,614.99 9,367.43 8,156.16 6,064.88 6,840.10 10,227.68

193

Note 9

Restated Statement of Short Term Provisions

` in millions

Particulars

As at

30th Sep

2016

As at

31st Mar

2016

As at

31st Mar

2015

As at

31st Mar

2014

As at

31st Mar

2013

As at

31st Mar

2012

Provision for Employee

Benefits

Gratuity 56.17 27.91 31.02 11.04 96.93 41.40

Leave entitlement 54.34 66.12 67.12 82.12 75.92 54.71

Others 2.85 1.75 5.45 30.66 0.18 49.40

113.36 95.78 103.59 123.82 173.03 145.51

Other Provisions

For taxation 2,652.55 1,666.11 1,440.37 1,973.44 1,267.82 773.94

For provision for shipbuilding

loss 30.40 81.00 0.00 0.00 0.00 0.00

For proposed dividend 0.00 866.59 169.92 169.92 169.92 197.32

For dividend tax 0.00 176.42 34.59 28.88 28.88 32.01

For taxes and duties 14.79 14.79 14.81 12.77 12.77 100.92

For KGST/KVAT 10.74 12.81 10.71 53.86 41.94 20.41

For guarantee repairs 140.25 96.22 73.83 65.83 36.46 60.01

For liquidated damages 44.87 44.87 53.19 146.00 103.61 79.78

For expenditure / contingencies 551.73 530.09 729.75 516.92 393.66 336.28

For subcontract 1,711.82 1,322.52 850.83 567.15 1,068.01 612.97

5,157.15 4,811.42 3,378.00 3,534.77 3,123.07 2,213.64

Total 5,270.51 4,907.20 3,481.59 3,658.59 3,296.10 2,359.15

194

Note 10

Restated Statement of Fixed Assets As at 30th Sep 2016

Tangible & Intangible

` in millions

GROSS BLOCK DEPRECIATION NET BLOCK

As at

1st

April

2016

Additions/

adjustments

during

01.04.16-

30.09.16

Disposal/

adjustments

during

01.04.16-

30.09.16

As at

30th Sep

2016

As at

1st Apr

2016

During

01.04.16-

30.09.16

Adjustment/

(withdrawal)

01.04.16-

30.09.16

As at

30th Sep

2016

As at

30th Sep

2016

As at

31st

March

2016

i. Tangible assets

Land (Freehold) 58.76 0.00 0.00 58.76 0.00 0.00 0.00 0.00 58.76 58.76

Buildings 1,361.05 62.46 0.00 1,423.51 468.39 25.40 0.00 493.79 929.71 892.66

Plant and equipment 2,804.27 48.45 0.00 2,852.72 1,373.60 77.62 0.00 1,451.22 1,401.50 1,430.67

Furniture and fixtures 90.29 10.26 0.00 100.55 37.92 4.26 0.00 42.18 58.37 52.37

Vehicles 79.64 2.08 0.00 81.72 62.24 2.11 0.00 64.35 17.37 17.40

Office equipment 25.37 0.29 0.00 25.66 13.47 1.98 0.00 15.45 10.21 11.90

Others

Docks and quays 1,025.19 0.00 0.00 1,025.19 612.83 15.08 0.00 627.91 397.28 412.36

Railway sidings 2.21 0.00 0.00 2.21 2.10 0.00 0.00 2.10 0.11 0.11

Electrical installation 216.13 21.92 0.00 238.05 132.30 11.85 0.00 144.15 93.90 83.83

Drainage and water

supply 13.35 0.00 0.00 13.35 12.67 0.00 0.00 12.67 0.68 0.68

Vessels 17.74 0.00 0.00 17.74 14.09 0.11 0.00 14.20 3.54 3.65

Books 1.32 0.00 0.00 1.32 1.32 0.00 0.00 1.32 0.00 0.00

5,695.32 145.46 0.00 5,840.78 2,730.93 138.41 0.00 2,869.34 2,971.44 2,964.39

ii. Intangible Assets

Internally generated

weld procedure 2.77 0.00 0.00 2.77 0.15 0.46 0.00 0.61 2.16 2.62

Computer software 173.71 11.00 0.00 184.71 113.53 25.04 0.00 138.57 46.14 60.18

Right to use - land

and ship repair facility 750.00 0.00 0.00 750.00 75.00 12.53 0.00 87.53 662.47 675.00

926.48 11.00 0.00 937.48 188.68 38.03 0.00 226.71 710.77 737.80

Total (i+ii) 6,621.80 156.46 0.00 6,778.26 2,919.61 176.44 0.00 3,096.05 3,682.21 3,702.19

Previous year 6,287.47 347.78 13.45 6,621.80 2,586.50 344.98 (11.87) 2,919.61 3,702.19 3,700.97

195

Note 10

Restated Statement of Fixed Assets As at 31st Mar 2016

Tangible & Intangible ` in millions


As at

1st

April

2015

Additions/

adjustments

during the

year

Disposal/

adjustment

s during

the year

As at

31st

March

2016

As at

1st

April

2015

For the

year

Adjustment/

(withdrawal)

As at

31st

March

2016

As at

31st March

2016

As at

31st

March

2015

i. Tangible assets

Land (Freehold) 59.32 0.00 0.56 58.76 0.00 0.00 0.00 0.00 58.76 59.32

Buildings 1,274.33 86.72 0.00 1,361.05 421.33 47.06 0.00 468.39 892.66 853.00

Plant and equipment 2,597.54 210.20 3.47 2,804.27 1,226.67 150.06 (3.13) 1,373.60 1,430.67 1,370.87

Furniture and fixtures 75.00 16.42 1.13 90.29 31.27 7.59 (0.94) 37.92 52.37 43.73

Vehicles 76.71 3.03 0.10 79.64 57.01 5.32 (0.09) 62.24 17.40 19.70

Office equipment 19.59 6.96 1.18 25.37 10.73 3.78 (1.04) 13.47 11.90 8.86

Others

Docks and quays 1,029.72 0.00 4.53 1,025.19 581.58 35.56 (4.31) 612.83 412.36 448.14

Railway sidings 2.21 0.00 0.00 2.21 2.10 0.00 0.00 2.10 0.11 0.11

Electrical installation 200.14 18.47 2.48 216.13 112.07 22.59 (2.36) 132.30 83.83 88.07

Drainage and water

supply 13.35 0.00 0.00 13.34 12.67 0.00 0.00 12.67 0.68 0.68

Vessels 15.88 1.86 0.00 17.75 13.99 0.10 0.00 14.09 3.65 1.89

Books 1.32 0.00 0.00 1.32 1.32 0.00 0.00 1.32 0.00 0.00

5,365.11 343.66 13.45 5,695.32 2,470.74 272.06 (11.87) 2,730.93 2,964.39 2,894.37


Internally generated

weld procedure 0.00 2.77 0.00 2.77 0.00 0.15 0.00 0.15 2.62 0.00


Right to use - land


922.36 4.12 0.00 926.47 115.76 72.92 0.00 188.68 737.80 806.60

Total (i+ii) 6,287.47 347.78 13.45 6,621.80 2,586.50 344.98 (11.87) 2,919.61 3,702.19 3,700.97

Previous year 5,947.76 347.73 8.02 6,287.47 2,246.80 346.96 (7.26) 2,586.50 3,700.97 3,700.96

196

Note 10



` in millions


PARTICULARS

As at

1st April

2014

Additions/

adjustments

during the

year

Disposal/

adjustments

during the

year

As at

31st

Mar

2015

As at

1st Apr

2014

For the

year

Adjustment/

(withdrawal)

As at

31st

Mar

2015

As at

31st Mar

2015

As at

31st

Mar

2014

i. Tangible assets

Land (Freehold) 56.36 2.96 0.00 59.32 0.00 0.00 0.00 0.00 59.32 56.36

Buildings 1,237.82 37.51 1.00 1,274.33 377.81 44.02 (0.50) 421.33 853.00 860.01

Plant and equipment 2,468.48 135.09 6.03 2,597.54 1,073.48 159.00 (5.81) 1,226.67 1,370.87 1,395.00


Vehicles 75.27 1.45 0.01 76.71 47.54 9.48 (0.01) 57.01 19.70 27.73


Others

Docks and quays 1,029.72 0.00 0.00 1,029.72 544.29 37.29 0.00 581.58 448.14 485.43

Railway sidings 2.21 0.00 0.00 2.21 2.10 0.00 0.00 2.10 0.11 0.11


Drainage and water

supply 13.35 0.00 0.00 13.35 9.84 2.83 0.00 12.67 0.68 3.51

Vessels 15.88 0.00 0.00 15.88 13.91 0.08 0.00 13.99 1.89 1.97

Books 1.32 0.00 0.00 1.32 1.32 0.00 0.00 1.32 0.00 0.00

5,164.55 208.50 7.94 5,365.11 2,191.97 285.95 (7.18) 2,470.74 2,894.37 2,972.58


Computer software 33.21 139.23 0.08 172.36 29.83 36.01 (0.08) 65.76 106.60 3.38

Right to use of land


783.21 139.23 0.08 922.36 54.83 61.01 (0.08) 115.76 806.60 728.38

Total (i+ii) 5,947.76 347.73 8.02 6,287.47 2,246.80 346.96 (7.26) 2,586.50 3,700.97 3,700.96

Previous year 4,443.54 1,512.35 8.13 5,947.76 2,038.72 215.74 (7.66) 2,246.80 3,700.96 2,404.82

197

Note 10



` in millions

PARTICULARS


As at

1st Apr

2013

Additions/

adjustments

during the

year

Disposal/

adjustments

during the

year

As at

31st

Mar

2014

As at

1st Apr

2013

For the

year

Adjustment/

(withdrawal)

As at

31st

Mar

2014

As at

31st Mar

2014

As at

31st

Mar

2013

i. Tangible assets Land (Freehold) 56.36 0.00 0.00 56.36 0.00 0.00 0.00 0.00 56.36 56.36

Buildings 1,089.68 148.14 0.00 1,237.82 339.24 38.57 0.00 377.81 860.01 750.44

Plant and equipment 2,345.67 128.23 5.42 2,468.48 967.50 111.15 (5.17) 1,073.48 1,395.00 1,378.17


Vehicles 73.87 3.91 2.51 75.27 42.28 7.64 (2.38) 47.54 27.73 31.59


Others

Docks and quays 572.02 457.70 0.00 1,029.72 522.85 21.44 0.00 544.29 485.43 49.17

Railway sidings 2.21 0.00 0.00 2.21 2.10 0.00 0.00 2.10 0.11 0.11


Drainage and water

supply 13.35 0.00 0.00 13.35 9.79 0.05 0.00 9.84 3.51 3.56

Vessels 15.88 0.00 0.00 15.88 12.95 0.96 0.00 13.91 1.97 2.93

Books 1.32 0.00 0.00 1.32 1.32 0.00 0.00 1.32 0.00 0.00

4,413.50 759.18 8.13 5,164.55 2,009.94 189.69 (7.66) 2,191.97 2,972.58 2,403.56



Right to use of land


30.04 753.17 0.00 783.21 28.78 26.05 0.00 54.83 728.38 1.26

Total (i+ii) 4,443.54 1,512.35 8.13 5,947.76 2,038.72 215.74 (7.66) 2,246.80 3,700.96 2,404.82

Previous year 3,767.31 694.46 18.23 4,443.54 1,911.16 143.35 (15.79) 2,038.72 2,404.82 1,856.15

198

Note 10



` in millions

PARTICULARS


As at

1st Apr

2012

Additions/

adjustments

during the

year

Disposal/

adjustments

during the

year

As at

31st

Mar

2013

As at

1st Apr

2012

For the

year

Adjustment/

(

withdrawal)

As at

31st

Mar

2013

As at

31st Mar

2013

As at

31st

Mar

2012


Buildings 1,004.60 85.08 0.00 1,089.68 302.57 36.67 0.00 339.24 750.44 702.03

Plant & Equipment 1,782.70 577.38 14.41 2,345.67 895.44 84.91 (12.85) 967.50 1,378.17 887.26

Furniture & Fixtures 49.24 7.92 0.83 56.33 20.21 2.87 (0.78) 22.30 34.03 29.03

Vehicles 73.97 0.08 0.18 73.87 34.92 7.53 (0.17) 42.28 31.59 39.05

Office Equipment 14.13 4.04 2.81 15.36 7.52 1.11 (1.99) 6.64 8.72 6.61

Others

Docks & Quays 572.02 0.00 0.00 572.02 519.64 3.21 0.00 522.85 49.17 52.38

Railway sidings 2.21 0.00 0.00 2.21 2.10 0.00 0.00 2.10 0.11 0.11

Electrical Installation 163.67 7.78 0.00 171.45 77.83 5.14 0.00 82.97 88.48 85.84

Drainage & water

supply 13.35 0.00 0.00 13.35 9.74 0.05 0.00 9.79 3.56 3.61

Vessels 15.88 0.00 0.00 15.88 11.99 0.96 0.00 12.95 2.93 3.89

Books 1.32 0.00 0.00 1.32 1.32 0.00 0.00 1.32 0.00 0.00

3,738.13 693.60 18.23 4,413.50 1,883.28 142.45 (15.79) 2,009.94 2,403.56 1,854.85


Computer Software 29.18 0.86 0.00 30.04 27.88 0.90 0.00 28.78 1.26 1.30

29.18 0.86 0.00 30.04 27.88 0.90 0.00 28.78 1.26 1.30

Total 3,767.31 694.46 18.23 4,443.54 1,911.16 143.35 (15.79) 2,038.72 2,404.82 1,856.15

Previous year 3,621.01 149.32 3.02 3,767.31 1,714.25 199.42 (2.51) 1,911.16 1,856.15 1,906.76

199

Note 10



` in millions

PARTICULARS


As at

1st Apr

2011

Additions/

adjustments

during the

year

Disposal/

adjustments

during the

year

As at

31st Mar

2012

As at

1st Apr

2011

For the

year

Adjustment/(

withdrawal)

As at

31st Mar

2012

As at

31st Mar

2012

As at

31st Mar

2011


Buildings 982.45 22.15 0.00 1,004.60 261.62 40.95 0.00 302.57 702.03 720.83

Plant & Equipment 1,680.71 103.81 1.82 1,782.70 768.85 128.22 (1.63) 895.44 887.26 911.86

Furniture & Fixtures 43.83 5.81 0.40 49.24 17.56 3.05 (0.40) 20.21 29.03 26.27

Vehicles 69.05 4.92 0.00 73.97 27.61 7.31 0.00 34.92 39.05 41.44

Office Equipment 12.32 2.61 0.80 14.13 4.51 3.49 (0.48) 7.52 6.61 7.81

Others

Docks & Quays 563.34 8.68 0.00 572.02 514.40 5.24 0.00 519.64 52.38 48.94

Railway sidings 2.21 0.00 0.00 2.21 2.10 0.00 0.00 2.10 0.11 0.11

Electrical Installation 163.39 0.28 0.00 163.67 72.93 4.90 0.00 77.83 85.84 90.46

Drainage & water

supply 13.35 0.00 0.00 13.35 7.43 2.31 0.00 9.74 3.61 5.92

Vessels 15.88 0.00 0.00 15.88 10.99 1.00 0.00 11.99 3.89 4.89

Books 1.32 0.00 0.00 1.32 1.32 0.00 0.00 1.32 0.00 0.00

3,592.89 148.26 3.02 3,738.13 1,689.32 196.47 (2.51) 1,883.28 1,854.85 1,903.57


Computer Software 28.12 1.06 0.00 29.18 24.93 2.95 0.00 27.88 1.30 3.19

28.12 1.06 0.00 29.18 24.93 2.95 0.00 27.88 1.30 3.19

Total 3,621.01 149.32 3.02 3,767.31 1,714.25 199.42 (2.51) 1,911.16 1,856.15 1,906.76

Previous year 3,496.85 146.61 22.45 3,621.01 1,599.35 131.65 (16.73) 1,714.26 1,906.75 1,897.50

200

Annexure IV B

Note 10

Restated Statement of Fixed Assets

iii. Capital Work in Progress

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

Plant and machinery,

Buildings and Civil works 253.30 222.27 94.51 47.42 1,356.47 496.14

Construction materials 16.53 12.15 32.29 27.77 0.84 0.42

Capital goods in transit 0.00 0.00 0.99 0.46 22.78 139.62

Total 269.83 234.42 127.79 75.65 1,380.09 636.18

Note 11

Restated Statement of Non-Current investments

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

UNQUOTED AT COST

(NON TRADE)

Investment in

Cochin Shipyard Employees

Consumer Co-operative

Society Limited 2175 'B

Class' shares of ` 100 each

0.22 0.22 0.22 0.22 0.22 0.22

Kerala Enviro Infrastructure

Limited 70000 equity shares

of ` 10 each fully paid up

0.70 0.70 0.70 0.70 0.70 0.70

Cochin Waste to Energy

Private Limited -100000

equity shares of ` 10 each

fully paid up

1.00 1.00 1.00 1.00 1.00 1.00

Less Diminution in value of

Investment

Cochin Waste to Energy

Private Limited 1.00 1.00 0.00 0.00 0.00 0.00

Total 0.92 0.92 1.92 1.92 1.92 1.92

201

Note 12

Restated Statement of Deferred Tax As At 30th Sep 2016

` in millions

AS AT 31-03-

16

CURRENT YEAR

CHARGE/(CREDIT)

2016-17 AS AT 30-09-16

DEFERRED TAX LIABILITY

DEPRECIATION 420.33 (5.44) 414.89

DEFERRED TAX ASSETS

Unpaid Statutory Liabilities 112.56 1.89 114.45

Other Items 623.43 (15.79) 607.64

TOTAL 735.99 (13.90) 722.09

DEFERRED TAX (ASSET)/LIABILITY

(NET) (315.66) 8.46 (307.20)

RESTATED STATEMENT OF DEFERRED TAX AS AT 31st MAR 2016 ` in millions

AS AT 31-03-

15

CURRENT YEAR

CHARGE/(CREDIT)

2015-16 AS AT 31-03-16


DEPRECIATION 404.22 16.11 420.33

DEFERRED TAX ASSETS


Other Items 517.82 105.61 623.43

TOTAL 630.37 105.62 735.99


(NET) (226.15) (89.52) (315.66)

202

RESTATED STATEMENT OF DEFERRED TAX AS AT 31st MAR 2015

` in millions

AS AT 31-03-14

CURRENT YEAR

CHARGE/(CREDIT)

2014-15 AS AT 31-03-15


DEPRECIATION 378.71 25.51 404.22

DEFERRED TAX ASSETS


Other Items 429.67 88.15 517.82

TOTAL 541.77 88.60 630.37


(NET) (163.06) (63.09) (226.15)


` in millions

AS AT 31-03-13

CURRENT YEAR

CHARGE/(CREDIT)

2013-14 AS AT 31-03-14


DEPRECIATION 301.22 77.49 378.71

DEFERRED TAX ASSETS


Other Items 351.89 77.78 429.67

TOTAL 463.82 77.95 541.77


(NET) (162.60) (0.46) (163.06)

203


` in millions

AS AT 31-03-12

CURRENT YEAR

CHARGE/(CREDIT)

2012-13 AS AT 31-03-13


DEPRECIATION 218.85 82.37 301.22

DEFERRED TAX ASSETS


Other Items 321.79 30.10 351.89

TOTAL 426.19 37.63 463.82


(NET) (207.34) 44.74 (162.60)


` in millions

AS AT 31-03-

11

CURRENT YEAR

CHARGE/(CREDIT)

2011-12 AS AT 31-03-

12


DEPRECIATION 215.87 2.98 218.85

DEFERRED TAX ASSETS


Other Items 301.28 20.51 321.79

TOTAL 400.22 25.97 426.19

DEFERRED TAX

(ASSET)/LIABILITY

(NET) (184.35) (22.99) (207.34)

204

Note 13

Restated Statement of Long Term Loans & Advances

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at

31st

Mar

2012

Unsecured, considered good

Capital advances 43.82 19.13 15.71 16.35 4.85 39.81

Security deposit 60.22 59.14 58.56 82.84 20.87 20.38

Others

(Secured, considered good *)

Employee advances

Related Parties 0.00 0.17 0.22 0.40 0.69 0.92

Others 0.00 9.89 8.99 13.63 16.89 20.65

(Unsecured, considered good)

Employee advances

Related Parties 0.45 0.00 0.00 0.00 0.00 0.00

Others 11.59 0.00 0.00 0.00 0.00 0.00

Deposits with Customs department 27.29 27.29 27.29 26.12 26.12 26.12

Advance Income Tax (Net of

provision) 0.00 266.64 250.13 0.00 0.00 0.00

Total 143.37 382.26 360.90 139.34 69.42 107.88

Note 14

Restated Statement of Other Non Current Assets

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at

31st

Mar

2012

Unsecured

Long term trade receivables

Considered good 390.83 290.05 312.94 448.38 364.08 306.92

Considered doubtful 512.21 511.08 435.07 421.53 245.64 277.16

Less: Provision for doubtful debts 512.21 511.08 435.07 421.53 245.64 277.16

Unsecured

Others

Income tax refund due 0.00 0.00 0.00 228.14 254.76 222.32

Bank deposits with more than 12

months maturity

Considered good 0.00 1,655.30 0.00 0.00 0.00 0.00

Total 390.83 1,945.35 312.94 676.52 618.84 529.24

205

Note 15

Restated Statement of Inventories (As taken, valued and certified by the Management)

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

At lower of Weighted Average

Cost or Net Realisable Value

Raw Materials and components 663.54 590.33 2,194.91 2,741.25 1,370.29 1,973.79

Less : Provision for obsolescence,

non-usability, deterioration and

reduction in value of inventory

45.88 46.33 40.33 42.93 44.00 25.35

Goods-in transit 7.20 110.98 31.80 256.76 634.39 953.59

624.86 654.98 2,186.38 2,955.08 1,960.68 2,902.03

Work-in-progress (Valued at cost) 1,300.37 739.93 575.52 383.27 785.42 254.96

Work-in-progress (Valued at

realisable value) 600.52 772.46 113.91 440.65 586.02 252.39

1,900.89 1512.39 689.43 823.92 1,371.44 507.35

At lower of Weighted Average

Cost or Net Realisable Value

Stores & Spares 65.52 51.70 48.61 81.11 81.53 68.63

Less : Provision for obsolescence,

non-usability, deterioration and

reduction in value of inventory

1.86 1.86 1.86 4.66 4.60 4.60

Goods-in transit 2.68 6.43 0.02 7.01 5.41 17.57

66.34 56.27 46.77 83.46 82.34 81.60

Loose Tools (Valued at cost) 87.56 81.96 90.86 91.17 107.87 122.84

Goods-in transit 0.00 0.00 0.00 0.46 0.04 0.39

Scrap (Valued at Net Realisable

Value) 29.83 10.76 20.40 5.10 30.23 6.45

Total 2,709.48 2,316.36 3,033.84 3,959.19 3,552.60 3,620.66

206

Note 16

Restated Statement of Trade Receivables

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at 31st

Mar 2014

As at 31st

Mar 2013

As at 31st

Mar 2012

Unsecured, considered good

Outstanding for a period

exceeding six months from the

date they were due for payment

200.09 202.56 348.01 302.34 97.32 28.85

Outstanding for a period less

than six months from the date

they were due for payment

5,903.10 4,435.10 5,549.62 11,769.10 6,760.73 7,804.52

Total 6,103.19 4,637.66 5,897.63 12,071.44 6,858.05 7,833.37

207

Note 17

Restated Statement of Cash and Bank Balances

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at

31st Mar

2014

As at

31st Mar

2013

As at

31st Mar

2012

Cash on hand 0.19 0.12 0.18 0.18 0.12 0.14

Stamps in hand 0.00 0.00 0.00 0.00 0.00 0.01

Balance with Banks:

In current account 4,962.03 4,179.59 4,268.29 80.31 2,454.53 4,086.56

Demand deposits with banks

with original maturity of less

than three months

0.00 935.00 297.50 50.00 655.00 370.00

Cash and Cash Equivalents 4,962.22 5,114.71 4,565.97 130.49 3,109.65 4,456.71

Balance with Banks:

Deposits with banks with

maturity upto 12 months 12,228.70 13,089.42 9,628.50 5,433.82 3,930.00 4,632.26

Other Bank balances 12,228.70 13,089.42 9,628.50 5,433.82 3,930.00 4,632.26

Total 17,190.92 18,204.13 14,194.47 5,564.31 7,039.65 9,088.97

Bank balance in current

account includes advance from

Indian Navy for IAC project

and parked in Flexi Deposit

A/c

1,986.91 4,168.70 4,253.87 0.33 2,386.69 3,876.77

Note 18

Restated Statement of Short-term Loans and Advances

` in millions

Particulars

As at

30th Sep

2016

As at 31st

Mar 2016

As at 31st

Mar 2015

As at

31st Mar

2014

As at

31st Mar

2013

As at

31st Mar

2012

To Related parties

Secured Considered

Good

-Employee Advance

0.00

0.09

0.09

0.13

0.26

0.26

Unsecured Considered

Good - Employee

Advance

0.25

0.00

0.00

0.00

0.00

0.00

Other than to related parties

Secured, considered

good

Employee advance*

0.00

3.94

4.26

0.00

0.00

0.00

Unsecured, considered

good

Employee Advance 3.49 0.00 0.00 0.00 0.00 0.00

Advance income tax 2,772.85 1,482.62 1,190.74 0.00 0.00 0.00

Others 560.63 471.54 592.30 1,919.51 633.64 1,416.16

Unsecured, considered

doubtful Others

47.87

47.87

47.87

0.01

0.01

0.01

3,385.09 2,006.06 1,835.26 1,919.65 633.91 1,416.43

Less: Provision for doubtful

advances 47.87 47.87 47.87 0.01 0.01 0.01

Total 3,337.22 1,958.19 1,787.39 1,919.64 633.90 1,416.42

208

Note 19

Restated Statement of Other Current Assets

` in millions

Particulars

As at

30th Sep

2016

As at

31st Mar

2016

As at

31st Mar

2015

As at

31st Mar

2014

As at

31st Mar

2013

As at

31st Mar

2012

Interest accrued on bank

deposits/others 690.13 390.44 315.51 304.07 149.01 56.81

Interest accrued on employee

advances

To Related Parties 0.19 0.07 0.06 0.16 0.24 0.20

Others 4.20 4.55 4.79 2.95 3.54 4.21

Others (Including claims

receivable) 98.39 122.70 200.85 269.33 252.73 14.83

Advance income tax 0.00 0.00 0.00 1,033.96 837.75 688.75

Gratuity Trust

advance/adjustment account 0.00 0.00 0.00 0.00 41.40 25.64

Balances with Customs, Port

Trust and Excise 12.96 11.49 13.37 8.19 16.13 5.74

Forward contract 6.87 7.42 3.99 22.90 1.39 0.00

Fixed Deposit with HDFC

Ltd

1,989.90

789.90

0.00

0.00

0.00

0.00

Other deposits

0.65

0.56

0.66

1.46

0.41

0.40

Total 2,803.29 1,327.13 539.23 1,643.02 1,302.60 796.58

Note 20

Restated Statement of Revenue from operations

` in millions

Particulars

For Half

year ended

30th Sep

2016

For the

Year

Ended

31st Mar

2016

For the

Year

Ended

31st Mar

2015

For the

Year

Ended

31st Mar

2014

For the

Year

Ended

31st Mar

2013

For the

Year

Ended

31st Mar

2012

Sale of products

Ship building:

Indigenous Aircraft Carrier

(IAC) 6,184.63 11,590.69 7,635.23 10,800.59 6,572.18 5,971.78

Vessels other than IAC 1,567.29 4,641.75 6,034.54 4,763.38 7,424.28 6,740.80

7,751.92 16,232.44 13,669.77 15,563.97 13,996.46 12,712.58

Less: Excise duty 0.00 0.00 0.00 0.00 37.36 117.75

7,751.92 16,232.44 13,669.77 15,563.97 13,959.10 12,594.83

Sale of services

Ship repairs 1,765.47 3,640.54 1,977.70 2,286.51 2,852.70 1,465.37

1,765.47 3,640.54 1,977.70 2,286.51 2,852.70 1,465.37

Other Operating Revenue 19.73 48.46 205.71 152.11 3.55 4.34

Engineering works 0.00 3.06 8.39 0.23 0.03 0.08

Total 9,537.12 19,924.50 15,861.57 18,002.82 16,815.38 14,064.62

209

Note 21

Restated Statement of Other Income

` in millions

Particulars

For Half

year ended

30th Sep

2016

For the

Year

Ended

31st

Mar

2016

For the

Year

Ended

31st Mar

2015

For the

Year

Ended

31st Mar

2014

For the

Year

Ended

31st Mar

2013

For the

Year

Ended

31st Mar

2012

Other Income as restated 737.49 1,068.34 770.73 610.61 869.22 672.39

Net Profit/(loss) before Tax, as

restated 2,840.15 4,428.37 1,119.21 4,345.09 3,981.63 2,306.03

Other Income as a % of Profit

Before Tax 26% 24% 69% 14% 22% 29%

Source of Other income

Training facilities 11.87 34.09 42.43 40.81 37.50 36.66

Income from sale of scrap and

stores 22.13 14.14 45.26 14.33 80.42 41.94

Profit on sale of fixed assets 0.00 0.17 0.00 0.02 0.00 0.00

Income from laboratory services 2.01 3.58 2.98 2.34 2.38 1.96

Rent received 6.96 12.86 34.26 6.37 7.70 10.05

Hire charges received 2.90 0.33 0.45 0.71 2.60 1.53

Interest on bank deposits 628.31 991.26 531.15 505.89 584.55 495.80

Interest from others 0.96 2.35 4.34 2.39 5.17 5.60

Dividend income 30.26 0.05 0.11 0.09 0.61 0.07

Net gain /(loss) on foreign

currency transactions 25.29 2.28 73.44 6.87 73.12 32.02

Miscellaneous income 6.80 7.23 36.31 30.79 75.17 46.76

Total 737.49 1,068.34 770.73 610.61 869.22 672.39

210

Note 22

Restated Statement of Cost of Materials Consumed

` in millions

Particulars

For Half

year

ended

30th Sep

2016

For the Year

Ended 31st

Mar 2016

For the

Year

Ended

31st Mar

2015

For the

Year

Ended

31st Mar

2014

For the

Year

Ended

31st Mar

2013

For the

Year

Ended

31st Mar

2012

Raw Materials

Steel 103.85 819.68 178.30 641.68 634.22 681.61

Pipe 49.70 118.63 53.70 81.79 88.97 82.89

Paint 83.54 170.59 121.49 77.20 83.60 110.12

Bought out components 4,123.05 9,434.32 9,654.59 6,956.82 7,986.39 5,821.57

Total 4,360.14 10,543.22 10,008.08 7,757.49 8,793.18 6,696.19

Note 23

Restated Statement of Changes in Inventories of Work-in-Progress

(Other than those which are recognised as income on percentage/proportionate completion method)

` in millions

Particulars

For Half

year

ended

30th Sep

2016

For the Year

Ended 31st

Mar 2016

For the

Year

Ended

31st Mar

2015

For the

Year

Ended

31st Mar

2014

For the

Year

Ended

31st Mar

2013

For the

Year

Ended

31st Mar

2012

Work -in-Progress at cost:

At the beginning of the

year 739.93 575.52 383.27 785.42 254.96 424.96

Less: at the end of the

year 1,300.37 739.93 575.52 383.27 785.42 254.96

Decretion/(Accretion) to

Work-in-Progress (560.44) (164.41) (192.25) 402.15 (530.46) 170.00

211

Note 24

Restated Statement of Sub Contract and Other Direct Expenses

` in millions

Particulars

For Half year

ended

30th Sep 2016

For the

Year

Ended

31st Mar

2016

For the

Year

Ended 31st

Mar 2015

For the

Year

Ended

31st Mar

2014

For the

Year

Ended

31st Mar

2013

For the

Year Ended

31st Mar

2012

Sub contract and off

loaded jobs 676.27 1,383.72 991.80 1,137.85 1,359.64 1,340.66

Hull insurance 7.16 20.98 19.69 21.73 26.90 29.70

Other direct expenses 907.82 524.51 589.43 587.08 648.02 762.97

Total 1,591.25 1,929.21 1,600.92 1,746.66 2,034.56 2,133.33

Note 25

Restated Statement of Employee Benefits Expense

` in millions

Particulars

For Half year

ended

30th Sep 2016

For the

Year

Ended

31st Mar

2016

For the

Year

Ended 31st

Mar 2015

For the

Year

Ended

31st Mar

2014

For the

Year

Ended

31st Mar

2013

For the

Year Ended

31st Mar

2012

Salaries, wages,

bonus/exgratia and

allowances

897.96 1,839.67 1,884.78 1,841.02 1,622.65 1,531.09

Contribution to

Provident Fund and

Family Pension Fund

58.53 116.65 119.10 112.55 95.81 94.76

Gratuity 28.81 29.28 38.02 19.94 97.14 53.13

Staff welfare expenses 61.95 122.83 115.61 118.41 72.48 70.93

Total 1,047.25 2,108.43 2,157.51 2,091.92 1,888.08 1,749.91

Note 26

Restated Statement of Finance Costs

` in millions

Particulars

For Half

year ended

30th Sep

2016

For the

Year Ended

31st Mar

2016

For the

Year Ended

31st Mar

2015

For the

Year Ended

31st Mar

2014

For the

Year Ended

31st Mar

2013

For the

Year

Ended 31st

Mar 2012

Bank interest 0.00 4.57 67.64 160.68 224.98 116.97

Interest others 0.00 0.00 0.00 0.62 0.62 0.70

Interest under

Income Tax Act 0.00 9.70 10.42 3.06 0.77 6.62

Interest on Tax Free

Bonds 52.72 105.13 105.16 28.20 0.00 0.00

Total 52.72 119.40 183.22 192.56 226.37 124.29

212

Note 27

Restated Statement of Depreciation and Amortisation Expense

` in millions

Particulars

For Half

year ended

30th Sep

2016

For the

Year Ended

31st Mar

2016

For the

Year Ended

31st Mar

2015

For the

Year Ended

31st Mar

2014

For the

Year Ended

31st Mar

2013

For the

Year

Ended 31st

Mar 2012

Depreciation on

Tangible assets 138.38 272.06 285.95 189.69 142.45 196.47

Amortisation of

Intangible asset 38.03 72.92 61.01 26.05 0.90 2.95

Total 176.41 344.98 346.96 215.74 143.35 199.42

Add : Loss on

Revaluation of tools 11.99 26.95 30.02 37.48 44.65 50.78

Less : Adjusted

against opening

balance of surplus

0.00 0.00 0.00 0.00 0.00 25.90

Total 188.40 371.93 376.98 253.22 188.00 224.30

213

Note 28

Restated Statement of Other Expenses

` in millions

Particulars

For Half

year ended

30th Sep

2016

For the

Year

Ended

31st

Mar

2016

For the

Year

Ended

31st Mar

2015

For the

Year

Ended

31st Mar

2014

For the

Year

Ended

31st Mar

2013

For the

Year

Ended 31st

Mar 2012

Consumption of stores 87.65 195.43 118.56 116.54 112.53 93.86

Consumption of spares 6.69 18.61 21.10 27.03 9.73 21.06

Rates and taxes 0.91 4.77 1.48 9.89 5.83 13.50

Power 97.08 173.88 151.30 159.46 134.81 106.06

Fuel 42.94 78.54 75.75 80.89 77.09 62.20

Water 12.67 25.73 19.05 15.93 14.40 11.81

Repairs and maintenance:

Building and roads 42.27 49.70 53.39 54.46 48.80 27.93

Plant and machinery 4.95 35.22 27.84 37.39 27.53 41.68

Others 52.82 130.44 132.92 55.16 64.17 53.74

Maintenance dredging 65.41 85.58 50.90 115.22 60.74 104.30

Transport and stores handling 9.49 18.91 18.36 20.24 19.06 24.25

Travelling and conveyance

expenses 22.44 51.42 41.01 41.51 35.89 26.44

Printing and stationery 2.64 7.55 5.75 6.87 5.65 5.34

Postage, telephone and telex 2.25 7.38 5.31 4.47 4.60 3.75

Advertisement and publicity 14.09 36.50 24.32 18.20 14.17 9.89

Lease rent 29.77 58.14 56.24 50.44 2.31 1.71

Hire charges 17.40 26.40 18.56 18.52 15.88 10.96

Insurance 16.88 32.35 24.31 23.65 17.79 15.26

Security expenses 75.26 106.79 78.95 80.31 52.76 44.52

Auditors remuneration 0.43 0.87 0.56 0.51 0.60 0.58

Auditors remuneration for other

services 0.29 0.29 0.11 0.24 0.03 0.03

Training 20.78 57.20 29.51 18.87 18.36 17.80

Legal expenses 1.65 6.21 5.19 1.55 0.83 0.47

Liquidated damages 0.00 6.28 103.86 113.13 108.70 248.74

Consultancy 0.23 13.71 11.93 3.66 4.06 5.32

Bank charges 7.71 5.22 5.95 5.18 4.95 6.92

Net loss /(gain) on derivative

contracts 0.00 7.10 (56.78) 278.97 91.12 214.60

Loss on Foreign currency

transactions 1.91 0.00 0.00 0.00 0.00 0.00

Corporate Social Responsibility

(Refer Note no.36) 36.40 62.72 53.23 36.00 30.00 35.00

Write off of stores and spares 0.00 0.00 11.39 2.88 0.00 0.00

Loss on sale and write off of fixed

assets 0.00 0.63 0.77 0.66 2.44 0.49

Diminution in value of

Investment 0.00 1.00 0.00 0.00 0.00 0.00

Miscellaneous expenses 21.42 127.98 36.75 21.83 30.55 32.39

Total 694.43 1,432.55 1,127.57 1,419.66 1,015.38 1,240.60

214

Note 29

Restated Statement of Provision for Anticipated Losses and Expenditure

` in millions

Particulars

For Half

year ended

30th Sep

2016

For the

Year

Ended

31st Mar

2016

For the

Year

Ended

31st Mar

2015

For the

Year

Ended

31st Mar

2014

For the

Year

Ended

31st Mar

2013

For the

Year

Ended

31st

Mar

2012

Provision for:

Doubtful debts / advances 1.12 82.21 61.41 182.51 0.61 38.13

Non moving inventory 3.00 6.00 2.30 10.16 7.49 2.59

Liquidated damages 0.00 0.00 10.31 103.12 19.00 0.00

Expenses and contingencies 26.19 54.93 177.04 108.89 60.76 51.64

Provision for loss on Ship

Building 30.40 81.00 0.00 0.00 0.00 0.00

Total 60.71 224.14 251.06 404.68 87.86 92.36

215

30: RESTATED STATEMENT OF CONTINGENT LIABILITIES AND COMMITMENTS

(` in millions)

Particulars As on 30th

Sep 2016

As on 31st

March

2016

As on 31st

March

2015

As on 31st

March

2014

As on 31st

March

2013

As on 31st

March 2012

Brief Description

of the nature

and obligation as

on 30.09.2016

A CONTINGENT

LIABILITY (To

the extent not

provided for)

a Guarantees

i Letters of Credit 1,550.63 1,400.31 2,712.41 2,124.79

1,953.36

3,491.59

Represents LC

opened by the

Company in

various banks for

procurement of

materials/assets

ii Corporate

Performance

Guarantee

392.50 392.50 392.50 392.50 0.00 0.00 Performance

guarantee given by

Company to CoPT

for performance of

obligations under

the contract

agreement entered

with CoPT during

the contract period.

b Other money for

which the

company is

contingently

liable

i Greater Cochin

Development

Authority

(GCDA)

6.91 6.91 6.91 6.91 6.91 10.00

Claim raised by

GCDA for the land

acquired for the

Company is

settled. However 8

land acquisition

revision petition

cases (Valued at

`6.91 millions)

filed by evictees is

pending with the

Hon'ble Supreme

Court and High

Court.

ii Customs duties 2,046.52 2,201.12 2,369.14 870.00

2,054.85

1,147.00

Customs duty for

materials under

Bond and

indigenous vessels

delivered. Includes

an amount of `6.98

millions, being

Customs duty

refund granted by

CESTAT,

Bangalore, against

which an appeal is

pending before the

Hon'ble High

Court of Kerala.

iii Penalty levied

by KVAT

authorities on

export of ships

0.00 0.00 0.00 0.00 254.68 254.68 Appeal filed by the

Company before

KVAT Appellate

Tribunal against

the order imposing

216

(` in millions)


Sep 2016

As on 31st

March

2016

As on 31st

March

2015

As on 31st

March

2014

As on 31st

March

2013

As on 31st

March 2012

Brief Description

of the nature

and obligation as

on 30.09.2016

penalty levied by

Dept. of

Commercial Taxes

towards purported

non- payment for

KVAT on export of

ships during 2008-

09 was decided by

the Tribunal in

favour of the

Company and

hence no demand

exists.

iv Demand for

KGST/KVAT

for the Asst

Years 2001-

02,2004-05,

2005-06 &

2007-08 mainly

due to levy of

KVAT on the

export turnover

of ships

139.63 139.63 139.63 139.63 865.11 853.12 2000-01 - `11.19

millions

2001-02 - `7.34

millions

2004-05 - `20.22

millions 2005-06 -

`.65.22 millions

2007-08 - `35.65

millions (Under

appeal.)Stay of

collection of tax

obtained in all

cases.Demand

reduced due to

appeal allowed by

Deputy

Commissioner

(Appeals)

v Income Tax 154.05 154.05 131.92 77.30 42.26 11.86

Demand relating to

Assessment Years:

AY 2000-01 -

`6.33 millions AY

2002-03 -

`. 0.83 millions

AY 2003-04 -

`0.03 millions AY

2010-11 -

`28.86 millions

AY 2011-12 -

`41.26 millions

AY 2012-13 -

` 54.61 millions

AY 2013-14 -

`22.14 millions

vi

Service Tax 164.75 164.75 164.75 164.75 164.75 164.75 Demand of Service

Tax on Indigenous

Aircraft Carrier

(Design

Consultancy) as

per Show Cause

Notice issued.

Reply to Show

Cause Notice filed.

No further action

from Department

side.

37.67 37.67 37.67 0.00 0.00 0.00 Refund claim on

the service Tax on

217

(` in millions)


Sep 2016

As on 31st

March

2016

As on 31st

March

2015

As on 31st

March

2014

As on 31st

March

2013

As on 31st

March 2012

Brief Description

of the nature

and obligation as

on 30.09.2016

Indigenous

Aircraft Carrier

pending before

Commissioner

(Appeals).Hearing

completed and

reserved for

orders.

233.96 233.96 0.00 0.00 0.00 0.00 Show cause notice

issued for levy of

Service Tax on

Ship Repair

without allowing

deduction of

materials and

disallowance of

Cenvat credit.

Reply to Show

Cause Notice filed.

Case is not posted

for personal

hearing.

188.56 188.56 0.00 0.00 0.00 0.00 Levy of Service

Tax on LDCL

Vessels due to

disallowance of the

benefit of

Notification

No.25/2012-ST

w.e.f 20.06.12 for

the repair of LDCL

vessel. Reply to

Show Cause

Notice filed. Case

is not posted for

personal hearing.

0.00 0.00 0.00 0.00 32.29 32.29

Service Tax on the

amount paid

towards Brokerage

and commission.

0.00 0.00 0.00 0.00 24.24 0.00 Demand of Service

Tax on the TDS

amount on the

foreign remittances

made on which

Service Tax has

been paid.

B COMMITMEN

TS (To the

extent not

provided for)

a Estimated

amount of

contracts

remaining to be

executed on

capital account

and not

provided for:

331.07 68.15 43.59 36.89 33.47

233.51

218

30.1. CONTINGENCIES AND COMMITMENTS

I. Income Tax Assessments

The Income Tax Assessment of the company have been completed up to AY 2013-14 Demands

raised as per the assessment orders totalling to `154.05 million for the Assessment Years 2000-01,

2002-03, 2003-04, 2010-11, 2011-12, 2012-13 and 2013-14 are shown under Contingent Liability

pending disposal of the appeals filed before the Commissioner of Income Tax (Appeals). The

demands are mainly due to disallowance of certain genuine claims.

II. Sales Tax Assessment under KGST Act

The Sales Tax assessments under Kerala General Sales Tax Act up to the Assessment Year 2004-05

have been completed and orders were issued for all the years except for the year 2002-03 & 2003-

04. Due to apparent mistake in the orders issued for the year 2000-01 and 2001-02, applications have

been filed for rectification of the orders. Pending rectification to the assessment orders the demands

thereto have been shown under Contingent Liabilities. For the Assessment year 2004-05, against the

demand for `20.22 millions, Company has filed appeal before the Deputy Commissioner (Appeals).

Pending disposal of the appeal, the tax due as per assessment order has been shown under Contingent

Liabilities. However probable demand on fresh assessment has been shown under Contingent

Liabilities.

III. Sales Tax Assessments under KVAT Act

The KVAT assessments from Assessment Year 2005-06 to Assessment Year 2007-08 have been

completed and assessment orders were issued for Assessment Year 2005-06 and Assessment Year

2007-08 with a demand of ` 283.66 millions and ` 547.47 millions respectively. Assessment order

for the year 2006-07 is pending. The appeals filed by the Company against the above order, before

the Deputy Commissioner (Appeals) have been decided in favour of the Company and remanded for

fresh assessments. Accordingly the demands as per the original assessment orders have become null.

As such no demand exists as on reporting date. Fresh assessment for the above years is pending.

31. The dispute between M/s Apeejay Shipping Ltd (formerly Surendra Overseas Ltd) and the Company, in

the matter of ship 005 was referred for arbitration by the Hon'ble Supreme Court of India. The arbitration

award (July 2009) was in favour of the Company under which the Company is to receive `280.36 millions

from M/s Apeejay Shipping Ltd. The company has filed a petition before Sub Court, Ernakulam for

passing a decree. M/s Apeejay Shipping has moved the Sub Court to quash the Award of the Umpire and

the Company has filed Counter Affidavit against this move. The matter is pending before the court. No

credit has been taken in the books of account, pending final decree of the Court.

32. Permanent Machinery for Arbitration, Department of Public Enterprises, Govt. of India, has notified

award in favour of the Company in the dispute between the Company and M/s Oil and Natural Gas

Corporation Ltd on the Works Contract Tax issue and ONGC has paid to the Company the disputed sum

along with interest amounting to `264.22 millions as per the award. ONGC has gone on appeal before

the Law Secretary, Ministry of Law & Justice against the award. Pending disposal of ONGC appeal, no

adjustment has been made in the accounts.

33. In the case of contracts/ sub-contracts, wherever final bills are not submitted by the contractors for the

work done as at the close of the year, liability is estimated and provided for based on the work done.

34. Balances of sundry debtors, loans and advances, deposits, claims and sundry creditors are subject to

confirmation and consequent reconciliation, if any.

35. Corporate Social Responsibility (CSR): As per section 135 of the Companies Act 2013, CSR committee

has been formed by the Company. The areas of CSR activity includes Health Care, Education, Social

Empowerment, etc., and those specified in Schedule VII of the Companies Act 2013. The utilisation of

CSR funds are done through direct spending as per the recommendations of CSR committee. Details of

amount required to be spend and the amount utilised are given below:

(a) Gross amount required to be spent by the company during the period ended 30th Sep 2016. `72.20

millions

219

(b) Amount spent during the period ended 30th Sep 2016

(` in millions)

Particulars In cash Yet to be paid in cash Total

(i) Construction/acquisition of any

asset 6.94 26.06 33.00

(ii) On purposes other than (i) above 3.40 - 3.40

36. Litigation: The Company is subject to legal proceeding and claims, in the ordinary course of business.

The Company's Management does not reasonably expect that these legal actions, when ultimately

concluded and determined, will have material and adverse effect on the Company's results of operation.

37. The Company has made adequate provision towards material foreseeable losses wherever required, in

respect of long term contracts. The Company do not have any long term derivative contracts for which

there were any material foreseeable losses.

38. Segment Reporting: The Company is engaged in two major activities, viz, Shipbuilding and Repair of

ships/ offshore structures. Segment wise analysis has been made on the above basis and amounts

allocated on a reasonable basis.

(` in millions)

TOTAL

REVENUE

For Half

year

ended

30th Sep

2016

For the

year ended

31st Mar

2016

For the year

ended

31st Mar

2015

For the year

ended

31st Mar

2014

For the year

ended

31st Mar

2013

For the

year ended

31st Mar

2012

Ship

Building 7,751.92 16,232.44 13,669.77 15,563.97 13,959.10 12,594.83

Ship Repair 1,765.47 3,640.54 1,977.70 2,286.51 2,852.70 1,465.37

Others 757.22 1,119.86 984.83 762.95 872.80 676.81

TOTAL 10,274.61 20,992.84 16,632.30 18,613.43 17,684.60 14,737.01

39. Value of Imports on CIF basis

(`in millions)

Particulars

For Half year

ended

30th Sep 2016

For the

year

ended

31st Mar

2016

For the

year

ended

31st Mar

2015

For the

year

ended

31st Mar

2014

For the

year

ended

31st Mar

2013

For the

year

ended

31st Mar

2012

Raw materials 315.72 955.59 2,058.47 2,544.29 3,726.15 3,894.28

Components &

Spares

581.86 3,518.26 1,507.66 1,160.03 1,706.87 655.29

Capital goods 4.79 56.95 25.29 63.57 4.39 260.31

902.37 4,530.80 3,591.42 3,767.89 5,437.41 4,809.88

220

40. Value of imported/ indigenous raw materials, spares and bought out components consumed and

percentage thereof:

Value (`in millions)

Particulars

For Half year

ended

30th Sep 2016

For the year

ended

31st Mar 2016

For the year

ended

31st Mar 2015

For the year

ended

31st Mar 2014

For the year

ended

31st Mar 2013

For the year

ended

31st Mar 2012

Raw

Materials

Imported 127.19 53.64 746.35 67.31 119.08 33.69 287.72 35.93 253.34 31.6 417.54 47.74

Indigenous 109.91 46.36 362.55 32.69 234.40 66.31 512.96 64.07 548.29 68.4 457.08 52.26

237.10 100

1,108.90 100 353.48 100 800.68 100 801.63 100 874.62 100

Bought out

components

Imported 2,972.28 72.09 6,929.49 73.45 5,963.07 61.76 3,736.14 53.70 5,175.20 64.76 2,461.37 42.28

Indigenous 1,150.76 27.91 2,504.83 26.55 3,691.53 38.24 3,220.67 46.30 2,816.35 35.24 3,360.20 57.72

4,123.04 100 9,434.32 100 9,654.60 100 6,956.81 100 7,991.55 100 5,821.57 100

Spares

Imported 1.17 17.55 4.38 23.55 1.98 9.37 3.89 14.40 4.82 22.99 3.59 17.09

Indigenous 5.52 82.45 14.22 76.45 19.13 90.63 23.14 85.60 16.13 77.01 17.46 82.91

6.69 100 18.60 100 21.11 100 27.03 100 20.95 100 21.05 100

221

41. Expenditure in Foreign Currency (on Payment basis) other than those in item 40 above

(` in millions)

Particulars

For Half

year ended

30th Sep

2016

For the

year ended

31st Mar

2016

For the

year ended

31st Mar

2015

For the

year ended

31st Mar

2014

For the

year ended

31st Mar

2013

For the

year ended

31st Mar

2012

Payments to foreign

consultants

2.43

57.34 34.91 70.06 75.21 57.21

Commissioning and

installation charges

44.90 20.87 121.91 35.16 74.26 233.23

Brokerage and

commission

0.00 0.00 103.26 0.00 66.39 68.25

Advance payments to

suppliers

0.68 217.46 13.43 130.40 222.99 130.23

Design and

documentation charges

1,364.65 948.99 320.16 1,715.26 131.16 101.83

Others 109.96 2.82 32.49 136.51 95.23 1.68

42. Earnings in foreign exchange (on due basis)

(` in millions)

Particulars

For Half

year ended

30th Sep

2016

For the

year ended

31st Mar

2016

For the

year ended

31st Mar

2015

For the

year ended

31st Mar

2014

For the

year ended

31st Mar

2013

For the

year ended

31st Mar

2012

Income from

shipbuilding

1,041.86 1,138.68 7.29 736.49 6,125.16 6,771.99

Income from ship repair 0.00 8.54 4.86 1.53 0.00 0.00

222

43. Related party disclosure as per AS 18

Sl

No Related Party

Nature of Relationship

For Half

year ended

30th Sep

2016

For the year

ended

31st Mar

2016

For the year

ended

31st Mar

2015

For the year

ended

31st Mar

2014

For the year

ended

31st Mar

2013

For the year

ended

31st Mar

2012

1 Shri. Madhu S Nair

Chairman &

Managing Director

( w.e.f 01 Jan 2016)

Key

Management

Personnel

Key

Management

Personnel

-

-

-

-

2 Shri. Paul Ranjan D

Director

(Finance)&Chief

Financial Officer(

w.e.f 01 May 2014)

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

-

-

-

3 Shri. Sunny

Thomas

Director

(Technical)

( w.e.f 01 Jun 2014)

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

-

-

-

4 Shri. Suresh Babu N

V

Director

(Operations)

w.e.f. 26 Apr 2016

Key

Management

Personnel

-

-

-

-

-

5 CMDE.

Subramaniam K

Chairman &

Managing Director

( Upto 31 Dec 2015)

-

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

6 Capt Sundar R S

Director

(Operations)

(21 Nov 2011 to 31

Aug 2015)

-

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

7 Smt V Kala

Company Secretary

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

-

-

8 Shri. Ravikumar

Roddam

Director (Finance)

(Upto 30 April

2014)

-

-

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

9 Shri. Vinaya Kumar

P

Director

(Technical)

(01 Sep 2011 to 31

May 2014)

-

-

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

Key

Management

Personnel

10 Shri V

Radhakrishnan

Director

(Technical)

(Upto 31 Aug 2011)

-

-

-

-

-

Key

Management

Personnel

223

(`in millions)

Name of the

transacting

related party

Name of

transaction

2016-17

2015-16

2014-15

2013-14

2012-13

2011-12

Shri. Madhu S

Nair

Remuneration 2.42 0.71 - - - -

Shri. Paul Ranjan

D

Remuneration 2.05 2.95 2.61 - - -

Shri. Sunny

Thomas

Remuneration 2.01 2.96 2.63 - - -

Shri. Suresh

Babu N V

Remuneration 2.40 - - - - -

CMDE.

Subramaniam K

Remuneration - 4.35 4.57 3.50 3.62 2.15

Capt Sundar R S Remuneration - 2.46 3.82 2.73 2.29 0.69

Smt V Kala Remuneration 1.46 2.25 2.03 - -

Shri. Ravikumar

Roddam

Remuneration - - 1.24 2.92 3.07 1.97

Shri. Vinaya

Kumar P

Remuneration - - 1.39 2.67 2.39 1.13

Shri V

Radhakrishnan

Remuneration - - - - - 0.72

Loans & Advances to Key Management Personnel*

(` in millions)

2011-12

Opening

Balance as

on 1/4/2011

Loans Taken

during 2011-12 Repayments

Balance as on

31/03/12

Interest accrued

as on 31/03/12

SUBRAMANIAM K 0.00 0.00 0.00 0.00 0.00

SUNDAR R S 0.00 0.00 0.00 0.00 0.00

RAVI KUMAR

RODDAM 0.00 0.00 0.00 0.00 0.00

VINAYA KUMAR P 0.27 0.00 0.10 0.17 0.05

2012-13

Opening

Balance as

on 1/4/2012

Loans Taken


Balance as on

31/03/13

Interest accrued

as on 31/03/13

SUBRAMANIAM K 0.00 0.00 0.00 0.00 0.00

SUNDAR R S 0.00 0.00 0.00 0.00 0.07

RAVI KUMAR

RODDAM 0.00 0.00 0.00 0.00 0.00

VINAYA KUMAR P 0.17 0.00 0.09 0.08 0.05

2013-14

Opening

Balance as

on 1/4/2013

Loans Taken


Balance as on

31/03/14

Interest accrued

as on 31/03/14

SUBRAMANIAM K 0.00 0.00 0.00 0.00 0.00

SUNDAR R S 0.00 0.00 0.00 0.00 0.00

RAVI KUMAR

RODDAM 0.00 0.00 0.00 0.00 0.00

VINAYA KUMAR P 0.08 0.00 0.08 0.00 0.02

224

2014-15

Opening

Balance as

on 1/4/2014

Loans Taken


Balance as on

31/03/15

Interest accrued

as on 31/03/15

PAUL RANJAN D 0.01 0.01 0.01 0.01 0.00

SUNNY THOMAS 0.01 0.01 0.01 0.01 0.00

SUNDAR R S 0.00 0.00 0.00 0.00 0.00

KALA V 0.19 0.01 0.19 0.01 0.00

2015-16

Opening

Balance as

on 1/4/2015

Loans Taken


Balance as on

31/03/16

Interest accrued

as on 31/03/16

MADHU S NAIR 0.28 0.01 0.06 0.23 0.07

PAUL RANJAN D 0.01 0.01 0.01 0.01 0.00

SUNNY THOMAS 0.01 0.01 0.01 0.01 0.00

SUBRAMANIAM K 0.00 0.00 0.00 0.00 0.00

SUNDAR R S 0.00 0.00 0.00 0.00 0.00

KALA V 0.01 0.01 0.01 0.01 0.00

as on 30.09.2016 Opening Balance

as on 1/4/2016

Loans Taken

during 2016-

17

Repayments Balance as on

30/09/16

Interest

accrued as

on 30/09/16

MADHU S NAIR 0.23 0.04 0.03 0.24 0.10

PAUL RANJAN D 0.01 0.04 0.01 0.04 0.00

SUNNY THOMAS 0.01 0.04 0.01 0.04 0.00

SUBRAMANIAM K 0.00 0.00 0.00 0.00 0.00

KALA V 0.01 0.04 0.01 0.04 0.00

SURESH BABU N V 0.33 0.04 0.02 0.35 0.09

*Loan balances have been considered from the year of attaining Key Management Personnel status.

44. Previous year figures have been regrouped and classified wherever necessary to conform to the

current year presentation.

225

Annexure V

Statement of Capitalisation

(` in millions)

Particulars Pre-Issue as at 30-Sep-

16 Post-Issue*

Debts

Short Term Debts 0.00

Long term debts 1,230.00

Total Debts 1,230.00

Share Holders ‘Funds

Share Capital 1,132.80

Reserves as restated 17,913.99

Total Share Holders ‘Funds 19,046.79

Total debts / Total Shareholders' funds 6.46%

Long term debts / Total Shareholders' funds 6.46%

* Shareholders fund post issue can be calculated only on the conclusion of the book building process.

Annexure VI

Statement of Dividend

(` in millions)

Particulars

Year Ended

31 March

2016

Year

Ended

31 March

2015

Year

Ended

31 March

2014

Year

Ended

31 March

2013

Year Ended

31 March

2012

Paid-up equity share capital 1,132.80 1,132.80 1,132.80 1,132.80 1,132.80

Preference share capital (7% Non-

Cumulative) 0.00 0.00 0.00 0.00 391.42

Amount of dividend on equity shares 866.59 169.92 169.92 169.92 169.92

Amount of dividend on Preference

shares 0.00 0.00 0.00 0.00 27.40

Rate (%) of dividend (equity) 76.50% 15.00% 15.00% 15.00% 15.00%

Corporate Dividend Tax 176.42 34.59 28.88 28.88 32.01

The dividend disclosed is excluding tax payable on such dividend.

226

Annexure VII

Restated Statement of Accounting Ratios

(Number / Amount ` in millions, Except Per Share Data)

Particulars

For Half

year

ended

30th Sep

2016

For the

year ended

31st Mar

2016

For the

year ended

31st Mar

2015

For the

year ended

31st Mar

2014

For the

year ended

31st Mar

2013

For the

year ended

31st Mar

2012

Basic Earnings Per Share

(Basic EPS)

Profit for the year 1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,553.28

Less: Preference dividend

and tax thereon 0.00 0.00 0.00 0.00 0.00 31.85

Profit for the year

attributable to the equity

shareholders

1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,521.43

Number of Weighted

average equity shares 113.28 113.28 113.28 113.28 113.28 113.28

Par value per share 10 10 10 10 10 10

Earnings Per Share-Basic 16.29 25.23 6.29 25.03 23.56 13.43

Diluted Earnings Per

Share (Diluted EPS)

Profit for the year 1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,553.28

Less: Preference dividend

and tax thereon 0.00 0.00 0.00 0.00 0.00 31.85

Profit for the year

attributable to the equity

shareholders

1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,521.43

Number of Weighted

average equity shares 113.28 113.28 113.28 113.28 113.28 113.28

Par value per share 10 10 10 10 10 10

Earnings Per Share-

Diluted 16.29 25.23 6.29 25.03 23.56 13.43

Net Asset Value Per

Equity Share (`)

Net worth, as restated 19,046.79 17,205.10 15,386.30 14,900.81 12,239.26 9,782.78

Number of equity shares

outstanding 113.28 113.28 113.28 113.28 113.28 113.28

Net Asset Value (NAV) per

Equity Share (`) 168.14 151.88 135.83 131.54 108.04 86.36

Net Profit after tax, as

restated 1,845.24 2,858.29 712.29 2,835.69 2,669.04 1,521.43

Net worth, as restated 19,046.79 17,205.10 15,386.30 14,900.81 12,239.26 9,782.78

Return on Net worth (%)

for equity shareholders 9.69% 16.61% 4.63% 19.03% 21.81% 15.55%

227

Note: The ratios have been computed as per the

following formulae:

(i) Basic and Diluted Earnings per Share

Net Profit after tax, as restated for the year / period,

attributable to equity shareholders

Weighted average number of equity shares outstanding

during the year / period

(ii) Net Assets Value (NAV) Net worth, as restated, at the end of the year / period

Number of equity shares outstanding at the end of the year

/ period

(iii) Return on Net worth (%)

Net Profit after tax, as restated for the year / period,

attributable to equity share holders

Net worth as restated, at the end of the year / period

Net worth for ratios mentioned above is as arrived

as mentioned below:

Net worth, as restated = Equity share capital + Reserves

and surplus

(Includes Securities Premium and Surplus / (Deficit) in

Standalone Statement of Profit and Loss).

228

Annexure VIII

Restated Statement of Tax Shelters, as restated

(` in millions)

Particulars As at

30th Sep

2016

31st Mar

2016

31st Mar

2015

31st Mar

2014

31st Mar

2013

31st Mar

2012

Profit before exceptional

item current and deferred

taxes restated 2,840.15 4,428.37 1,119.21 4,345.09 3,981.63 2,306.03

Less: Exceptional Item

Profit before exceptional

item current and deferred

taxes as restated (A) 2,840.15 4,428.37 1,119.21 4,345.09 3,981.63 2,306.03

Weighted average tax rate

(%) (B) 34.61% 34.61% 33.99% 33.99% 32.45% 32.45%

Tax Expense at weighted

average rate (C) 982.92 1,532.57 380.42 1,476.90 1,291.84 748.19

Adjustments

Permanent Differences

Expenses

disallowed/Income

allowed 36.40 77.33 89.89 95.45 19.17 14.05

Dividend/income exempt

under the Income Tax Act (2.19) (0.05) (0.11) (0.08) (0.60) (0.07)

Others 0.42 31.13 0.05 0.22 68.17 0.06

Total (D) 34.63 108.41 89.83 95.59 86.74 14.04

Temporary Differences

Difference between book

depreciation and tax

depreciation 15.74 (46.54) (53.81) (227.97) (211.68) (9.20)

Provision for anticipated

losses and gains (45.63) 455.93 565.97 224.83 (140.25) (135.85)

Disallowance under Sec

43B 5.47 0.02 (4.59) 0.51 7.53 16.86

Adjustments due to

reinstatement 0.00 (150.77) (333.83) 4.01 183.72 199.06

Total (E) (24.42) 258.64 173.74 1.38 (160.68) 70.87

Net Adjustments (D+E) (F) 10.21 367.05 263.57 96.97 (73.94) 84.91

Tax Saving thereon (G) 3.53 127.03 89.59 32.96 (23.99) 27.55

Total tax saving (C+G) (H) 986.45 1,659.60 470.01 1,509.86 1,267.85 775.74

Tax as per [provisions of

MAT (including

Surcharge, Education Cess

& Secondary & Higher

Education Cess) (I) 0.00 0.00 0.00 0.00 0.00 0.00

Current Tax provision for

the year as per restated

accounts - Amount higher

of (H) or (I) (J) 986.45 1,659.60 470.01 1,509.86 1,267.85 775.74

229




Financial Officer


Director

DIN - 06882228 DIN - 06869452 DIN - 07376798






C KRISHNAMOORTHY

Partner



230

SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND IND AS

The financial statements have been prepared in accordance with Indian GAAP, which differs in certain material

respects from IND AS.

The following table summarizes certain of the areas in which differences between Indian GAAP and IND AS could

be significant to our financial position and results of operations. This summary should not be taken as an

exhaustive list of all the differences between Indian GAAP and IND AS. No attempt has been made to identify all

recognition and measurement, disclosures, presentation or classification differences that would affect the manner

in which transactions or events are presented in our financial statements (or notes thereto). Certain principal

differences between Indian GAAP and IND AS that may have a material effect on our financial statements are

summarized below. Accordingly, no assurance can be provided to investors that our financial statements would

not be materially different if prepared in accordance with IND AS.

Potential investors should consult their own professional advisors for an understanding of the differences between

Indian GAAP and IND AS and how those differences might affect the financial information disclosed in this Draft

Red Herring Prospectus.

Sr.

No.

Ind AS

No Particulars Treatment as per Ind AS

Treatment as per Indian

GAAP

1 Ind AS 1 Presentation of

Statements Other Comprehensive

Income (OCI): Ind AS-1

requires the presentation of a

statement of Other

Comprehensive Income (OCI)

as part of the financial

statements. This statement

presents all the items of income

and expense (including

reclassification adjustments)

that are not recognized in the

Statement of Profit and Loss

as required or permitted by

other Ind ASs.

Other Comprehensive

Income (OCI): There is no

concept of inclusion of

statement of Other


under Indian GAAP. Hence all

the items of incomes and

expenses are recognized in the

Statement of Profit and Loss.

Statement of Changes in

Equity (SOCIE): Ind AS-1

requires the presentation of all

transactions with equity

holders in their capacity as

equity holders to be presented

in the statement of changes in

equity (the "SOCIE"). The

SOCIE is considered to be an

integral part of financial

statements.

Statement of Changes in

Equity (SOCIE): Indian

GAAP does not require a

Statement Of Change In Equity.

However, information relating

to the appropriation of profits

and movement in capital and

reserves is presented in the line

items 'Share Capital' and

'Reserves and Surplus' in the

Balance Sheet.

Extraordinary Items: Under

Ind AS 1 presentation of items

of income and expenditure as

extraordinary is prohibited.

Extraordinary Items:

Extraordinary items are

disclosed separately in Indian

GAAP to determine the net

profit after tax.

Other Disclosures: Ind AS-1

requires disclosure of:

(a) Critical judgments made

by the management in

applying accounting

policies;

(b) Key sources of

estimation uncertainty

Other Disclosures: There are

no specific disclosure

requirements under Indian

GAAP for:

a) Critical judgments made

by the management in

applying accounting

policies;

231

Sr.

No.

Ind AS



GAAP

that have a significant

risk of causing a material

adjustment to the

carrying amounts of

assets and liabilities

within the next financial

year; and

(c) Information that enables

users of financial

statements to evaluate the

entity's objectives,

policies and processes for

managing capital.

Further domicile and legal

form of the entity, its country

of incorporation and the

address of its registered office/

principal place of business to

be disclosed in the notes.

b) Key sources of

estimation uncertainty

that have a significant

risk of causing a material

adjustment to the

carrying amounts of

assets and liabilities

within the next financial

year; and

c) Information that enables

users of financial

statements to evaluate the

entity’s objectives,

policies and processes for

managing capital.

2 Ind AS 2 Inventories Amount paid for deferred

settlement terms in

procurement of inventories is

to be recognized as an interest

expense.

Consistent cost formula needs

to be applied for inventories of

similar nature and use to the

entity.

There are no specific provisions

relating to the recognition of

interest expense relating to

inventory procured on deferred

settlement terms.

Cost formula could be applied

differently for each of the

inventory items.

3 Ind AS 8 Accounting Policies

and Changes in

Accounting Estimates

Restatement and

Reclassification of Items:

The restatement/

reclassification of items, and

retrospective application of

accounting policy in the

financial statements are

permitted with additional

disclosures of nature, reason

and amount reclassified/

restated. Further a third

balance sheet as at the

beginning of the preceding

period needs to be presented.

Omissions/Misstatements:

Ind-AS 8 treats all

omissions/misstatement in an

entity’s earlier period financial

statements, including balance

sheet misclassification, as an

error/prior period item. Hence,

Material errors are corrected

retrospectively by restating the

comparative amounts for prior

periods presented in which the

error occurred before the

Restatement and

Reclassification of Items:

Under Indian GAAP there is no

requirement of retrospective

adjustment of restatement and

reclassification and change

accounting policy.

Omissions/Misstatements:

Requires rectification of prior

period items with prospective

effect.

232

Sr.

No.

Ind AS



GAAP

earliest period presented, by

restating the opening statement

of financial position.

4 Ind AS 10 Events after the

reporting date Disclosure of Non –

Adjusting Events: Ind AS 10

requires material Non –

Adjusting events to be in the

financial statements.

Dividends: As per Ind AS-10

proposed dividend is not to be

recognized. The accounting of

such appropriation is not

permitted until approved by

the shareholders at an annual

general meeting. However Ind

AS 1 requires separate

disclosure of the amount of

proposed dividend.

Disclosure of Non – Adjusting

Events: AS 4 requires non-

adjusting events to be disclosed

in the report of the approving

authority, for example, the

board’s report.

Dividends: Under Indian

GAAP, proposed dividend is

shown as an appropriation of

profit in the Statement of Profit

and Loss.

5 Ind AS

109

Financial Instruments

– Premium on forward

contracts

Forward Contract: Under

Ind AS 109, changes in fair

value of the derivative hedging

instrument, which are

designated as “Cash Flow

Hedges”, are recognized under

Other Comprehensive Income

and held in Hedging Reserve

(net of taxes) to the extent the

hedges are effective.

To the extent that the hedge is

ineffective, changes in fair

value are recognized in the

Statement of Income and

reported within foreign

exchange gains/ (losses), net.

If the hedging instrument no

longer meets the criteria for

hedge accounting is

discontinued prospectively. If

the hedging instrument expires

or is sold, terminated or

exercised, the cumulative gain

or loss on the hedging

instrument is recognized in

hedging reserve until the

period the hedge was effective

remains in hedging reserve

until the forecasted transaction

occurs. The cumulative gain or

loss previously recognized in

the hedging reserve is

transferred to the statement of

income upon the occurrence of

the related forecasted

transaction. If the forecasted

Forward Contract: Forward

contracts, other than those

entered into to hedge foreign

currency risk on unexecuted

firm commitments or highly

probable forecast transactions,

are treated as foreign currency

transactions and accounted

accordingly. Exchange

differences arising on such

contracts are recognized in the

period in which they arise.

All the other derivative

contracts, including forward

contracts entered into to hedge

foreign currency risks on

unexecuted firm commitments

and highly probable forecast

transactions, are recognized in

the financial statements at fair

value as on the date of the

balance sheet.

Under Accounting Standard

(AS) 30 "Financial

Instruments: Recognition and

Measurement" on the

accounting of derivative

contracts, the gains or losses on

the fair valuation/settlement of

the derivative contracts covered

under the standard are

recognized in the statement of

profit and loss or balance sheet

(as the case may be) after

applying the test of hedge

effectiveness.

233

Sr.

No.

Ind AS



GAAP

transaction is no longer

expected to occur, such

cumulative balance is

immediately recognized in the

statement of income.

Changes in fair value of

foreign currency derivative

instruments not designated as

cash flow hedges have to be

recognized in the statement of

income and reported within

foreign exchange gains/

(losses), net.

The premium paid/received on

a foreign currency forward

contract designated as Cash

Flow hedge is not recognized

in either the statement of

income or the balance sheet.

Under the test of hedge

effectiveness, where the hedge

in respect of off-balance sheet

items is effective, the gains or

losses have to be recognized in

the "hedging reserve" which

forms part of "reserves and

surplus" line item in the balance

sheet. The amount recognized

in the "hedging reserve" has to

be transferred to the statement

of profit and loss in the period

in which the underlying hedged

item affects the statement of

profit and loss. Gains or losses

in respect of ineffective hedges

have to be recognized in the

statement of profit and loss in

the period in which such gains

or losses are incurred.

The premium paid/received on

a foreign currency forward

contract designated as Cash

Flow hedge is accounted as

expense/ income over the life of

the contract.

6 Ind AS 17

Read with

Ind AS

109

Leases – Fair

Valuation of Rent

Deposits

Under Ind AS, in case of an

operating lease, the difference

between the nominal value and

the fair value of the deposit

under the lease is considered as

prepaid rent. This is expensed

on a straight line basis over the

term of the lease.

The lessee also recognizes

interest income using Internal

Rate of Return through its

Statement of Profit and Loss

over the life of the deposit.

There is no specific accounting

treatment specified under

Indian GAAP for the

accounting of deposits provided

by the lessee under a lease.

Deposits are generally

accounted as assets at historical

cost.

Ind AS 17 Scope Ind-AS 17 deals with lease of

land and composite leases. It

also states that when a lease

includes both land and

building elements, an entity

assesses the classification of

each element as finance or an

operating lease separately in

accordance with the criteria

laid in the standard

However under Indian GAAP,

it excludes from its scope, the

lease of land.

7 Ind AS 19 Employee Benefits –

Treatment for actuarial

gains or losses on

retirement benefits

Recognition of Actuarial

Gain/ (Losses): Ind-AS 19

requires that actuarial gains or

losses representing the

changes in the present value of

the defined benefit obligation

resulting from experience

Recognition of Actuarial

Gain/(Losses): As per AS 15

‘Employee Benefits’, actuarial

valuation is used to determine

the present value of benefit

obligation and is carried out

every year. The fair value of the

234

Sr.

No.

Ind AS



GAAP

adjustment and effects of

change in actuarial

assumptions are recognized

immediately in Other

Comprehensive Income (OCI).

However, actuarial gains or

losses arising on other long-

term employee benefits will

continue to be recognized

immediately in the statement

of Profit and Loss for the

period.

benefit obligations is

determined at every balance

sheet date.

All actuarial gains or losses

recognized in the Statement of

Profit or Loss.

8 Ind AS

109

Financial Instruments

– Provision for

Doubtful Debts

Provision for Doubtful Debts

– In addition to the specific

provisions under Indian

GAAP, under Ind AS, at each

reporting date, an entity shall

assess whether the credit risk

on trade receivables has

increased significantly since

initial recognition.

When making the assessment,

an entity shall use the Expected

Credit Loss model to provide

for a loss allowance over and

above any provision for

doubtful debts in the Statement

of Profit and Loss.

Provision for Doubtful Debts

– Under Indian GAAP,

provisions are made for specific

receivables based on the

circumstances such as Credit

Default of customer or disputes

with customers.

An enterprise should assess the

provision of doubtful debts at

each period end which, in

practice, is based on relevant

information such as past

experience, actual financial

position and cash flows of the

debtors.

Different methods are used for

making provisions for bad

debts, including ageing analysis

and individual assessment of

recoverability.

9 Ind AS 21 Effects of changes in

Foreign Exchange

Rates

Functional and

presentation currency

Under Ind AS, the functional

currency is the currency of the

primary economic

environment in which the

entity operates. Foreign

Currency is a currency other

than the functional currency.

Presentation currency is the

currency in which the financial

statements are presented.

Foreign currency is a currency

other than the reporting

currency, which is the currency

in which the Financial

Statements are prepared. Under

Indian GAAP, there is no

concept of functional currency.

10 Ind AS 12 Deferred Taxes : Profit

and Loss Approach vs

Balance Sheet

Approach

Deferred Taxes are computed

for temporary differences

between the carrying amount

of an asset or liability in the

Statement of Financial

Position and its tax base.

Current Tax and Deferred Tax

are recognized outside Profit

or Loss if the tax relates to

items that are recognized in the

same or different period,

outside Profit or Loss.

Deferred taxes are computed

for timing differences in respect

of recognition of items of profit

or loss for the purpose of

financial reporting and for

income taxes.

235

Sr.

No.

Ind AS



GAAP

Therefore the tax on items

recognized in Other


or directly in Equity, is also

recorded in Other


or in Equity, as appropriate.

11 Ind AS 16 Property, Plant &

Equipment

Asset retirement obligation is

required to be estimated and

included in Cost of Property,

Plant & Equipment.

Indian GAAP did not require

inclusion of asset retirement

obligation costs in the cost of

the asset.

12 Ind AS 18 Revenue Recognition Revenue should be measured

at the fair value of the

consideration received or

receivable. Where the inflow

of cash or cash equivalents is

deferred, revenue is measured

at the present value of future

cash flows.

Under Indian GAAP, Revenue

is measured at the amount

recoverable from the customers

for goods supplied, services

rendered or the use of resources

used by them. Discounting of

deferred revenue is normally

not required.

236

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our

restated financial information which is included in this Draft Red Herring Prospectus. The following discussion

and analysis of our financial condition is based on our restated financial statements for the half year ended

September 30, 2016 and the Fiscals ended March 31, 2016, March 31, 2015 and March 31, 2014 including the

related notes and reports, prepared in accordance with Indian GAAP and included in this Draft Red Herring

Prospectus. Our restated financial statements have been derived from our audited financial statements. This

discussion contains forward-looking statements and reflects our current views with respect to future events and

financial performance. Actual results may differ materially from those anticipated in these forward-looking

statements as a result of certain factors such as those described under “Presentation of Financial, Industry and

Market Data”, “Risk Factors” and “Forward Looking Statements” on pages 12, 17 and 15, respectively, and

elsewhere in this Draft Red Herring Prospectus. We prepare our financial statements in accordance with Indian

accounting standards, which differ in material respects from IFRS and U.S. GAAP.




with the requirements prescribed under the SEBI Listing Regulations since our secured bonds are listed on the

BSE. The Ind AS financial statements comprise of selective financial information which have been (i) audited as

of September 30, 2016; and (ii) unaudited as of September 30, 2015. As the results for the prior period ended

September 30, 2015 are unaudited in compliance with the SEBI Circular, such Ind AS financial statements cannot

be included and do not form part of this Draft Red Herring Prospectus. For further details, see “Risk Factors -

Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP, Ind AS

and IFRS, which may be material to investors’ assessments of our financial condition.” and “Significant

Differences Between Indian GAAP and Ind AS” on pages 35 and 230 respectively.

Overview




training.















Vikramaditya.







237




















































238

Significant factors affecting our results of operations

The following is a discussion of certain factors that have had, and continue to have, a significant effect on our

financial results:

Global and domestic demand and pricing for commercial and defence vessels

Demand for commercial vessels

Demand for commercial vessels of the type that we manufacture and sell depends principally upon overall trends

in the commercial shipping industry. The principal factors affecting shipbuilding demand in the segments in which

we operate include:

Global GDP growth and seaborne trade growth;

Prevailing commercial freight rates;

Age and condition of existing fleet of commercial vessels;

The cost of building new vessels compared to the cost of purchasing and/or repairing existing vessels;

Changes in laws or regulations that affect the types of ships that can be used to transport specified cargo, such

as crude oil; and

Viability of other modes of transport.

We believe that growth in the global economy and increases in world trade have brought about the recent growth

in the shipping industry and increased demand for vessels. Bulk carrier fleet demand is affected primarily by

growth in global seaborne trade. Bulk carrier operators have enjoyed robust freight rates in the last few years and

have steadily increased their fleets to take advantage of these favourable freight rates. We believe that the

Government of India intends to promote inland waterways and marine transportation with the development of 101

inland waterways, which may lead to the increase in demand for dredgers and small bulk carrier vessels.

We also expect a growth in demand for commercial vessels from regional port trusts, Indian PSUs and corporates

globally.

Demand for defence vessels

We expect a steady growth in demand for vessels for clients engaged in the defence sector in the near to short

term due to India's stated defence procurement policy. We believe that our leading position as a commercial

shipyard in India, multiple offerings and advanced capabilities put us in a good position to benefit from the recent


opportunities is expected from the defence sector as well as Indian PSUs.

The IAC we are building for the Indian Navy will form a substantial portion of our order book in the next few

years.

Ship-repair

Ship-repair is a key component of our business, in addition to shipbuilding, as we believe it provides us with good

margins. We enjoy a degree of exclusivity in the ship-repair business as only few of our competitors in India have

a ship-repair offering of our size and capability. We believe that the GoI intends to promote inland waterways and

marine transportation, which may lead to growth in the number of ship-repair orders. To be able to cater to this

growing demand, we are in the process of setting up the ISRF, a new facility exclusively for ship-repairing near

our existing premises.

Pricing

New vessel prices are largely determined by the supply of shipbuilding berths and demand for new vessels.

Various other factors also influence the price of new vessels, including:

Vessel prices vary according to the particular specifications of the new vessel. For example, custom designed

vessels built to meet a buyer’s specific requirements typically cost more than ships ordered in accordance

with a shipyard’s standard specifications;

239

Certain shipbuilding countries have a competitive advantage over their competitors due to lower costs,

enabling their shipyards to offer customers lower prices. We benefit from low-cost skilled labour vis-à-vis

overseas yards and various incentives and subsidies the Indian government has offered and intends to offer

in the future; and

The size of a particular order can also have an impact on price. Shipbuilders can achieve economies of scale

associated with larger orders, both in respect to the size of the vessel and the number of vessels, and therefore

are generally willing to offer price discounts for larger orders.

New vessel prices for different ship types move, to a large extent, in parallel with one another so that a reduced

demand in one sector may reduce prices in another sector. New vessel prices are a function of the supply of berths

to the whole market and not just to individual sectors.

Capacity limitations

Our production capacity is limited by, amongst other things, the size of our shipyards, the number, size and

capacities of our slipways, berths, docks (including the New Dry Dock and the ISRF which are under construction)

and our plant and equipment. In addition, the size and capacity of the vessels we construct is limited by the

locations at which we operate. Currently, we are limited to the construction of vessels of up to 110,000 DWT and

ship-repairing of up to 125,000 DWT at our existing facilities. These limitations have restricted our ability to

expand our business by constructing larger vessels, for which we believe there is greater demand and on which

we believe we can achieve better profit margins, and by increasing our annual output.

Upon completion of the New Dry Dock, we anticipate that we will be able to build higher capacity vessels and

repair of Offshore Rigs. See ““Risk Factors – The environmental clearance for our new Dry Dock is subject to

the final order in the matter of Goa Foundation v. Union of India and amongst others, the prior clearance of the

Standing Committee of the National Board for Wildlife.” on page 20 for a description of certain risks related to

our New Dry Dock.

Order backlog and new orders

We accept orders for different types of ships based on a number of factors, including:

the margins we expect to achieve on the different types of vessels we construct;

the reputation of the ship-owners placing the orders;

our projected capacity utilisation level during the period in which the vessel would be required to be

constructed; and

status of order book and order backlog at the time of receiving orders.

The new orders that we receive for the construction of vessels and our order backlog, or order book, have a

significant effect on our future revenues. We generally accept orders for construction of vessels to be delivered

up to 12 months to 48 months from the date of the order. As of January 31, 2017, we had orders for vessels to be

delivered from 2017 through 2020.

Productivity

Our production volumes, margins and profitability depend to a significant extent on our production efficiencies.

We use a combination of man-hours available and our tonnage capacity to estimate our productivity. Our

productivity is also affected by the number of hours we operate. We are constrained in our ability to increase the

number of shifts at our shipyard. Although we have not experienced any significant shutdowns in the past, any

significant shutdowns in the future would adversely affect our productivity.

Cost of skilled labour

Competition for skilled shipyard labour and engineers in India is intense and as we and others expand our and

their operations, this competition may increase. We may from time to time, experience an inability to attract and

retain highly skilled employees or increased costs to do so. Labour shortages could increase our production cost

and hinder our productivity and ability to meet our customers’ delivery schedule. Further, we utilise subcontract

labour and production workers in our shipyard on a regular basis. In the event that we are unable to secure required

subcontract labour and production workers at an acceptable cost or with the required skill sets, we may face an

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increase in cost, delay in delivery schedule and a decrease in quality of our vessels which could lead to an adverse

impact on our results of operations.

Changes in Segment Contribution to Revenue

The contribution of a particular segment to our total revenue for each year depends on the orders we receive from

customers, the scheduled delivery dates of vessels and the contract prices that we are able to secure for the different

types of vessels. A major portion of our order book in the near-term will be the IAC we are building for the Indian

Navy. The division of our revenues from defence and commercial projects depends on our order book. Once our

New Dry Dock is ready, we will able to build other types of vessels as well given our increased capacity and we

plan to increase our product lines to build larger, more complex vessels with higher profit margins and more

advanced technology. Results of our performance may change as the mix of our vessels changes and our past

performance may not be indicative of our future results. We expect a greater volume of ship repair orders in the

near future which may result in lower revenue but higher margins.

Depreciation and amortisation expenses

We had net block of fixed assets of `3,682.21 million as of September 30, 2016 and ` 3,702.19 million as of

March 31, 2016, that was subject to depreciation. Our total depreciation and amortisation expenses in the six-

month period ended September 30, 2016 and Fiscals 2016, 2015 and 2014 were ` 188.40 million, ̀ 371.93 million,

` 376.98 million and ` 253.22 million, respectively. We expect our depreciation expenses to increase as a result

of the construction of our New Dry Dock and ISRF.

Taxation

The Government of India has proposed a comprehensive national GST regime that will combine taxes and levies

by the Central and state Governments into a unified rate structure. Given the limited availability of information in

the public domain concerning GST, we have not been able to do an impact analysis of GST on our business and

results of operations and we are unable to provide any assurance as to the tax regime following implementation

of GST. The implementation of this new structure may be affected by any disagreement between certain state

Governments, which could create uncertainty. Any such future amendments may affect our overall tax efficiency,

and may result in significant additional taxes becoming payable.

Significant accounting policies

(i) Basis of preparation of financial statements

1. The Restated Financial Statements have been prepared under Indian Generally Accepted Accounting

Principles (IGAAP) and in accordance with the requirements of:

(a) section 26 of Part I of Chapter III of the Companies Act 2013 read with Rule 4 to Rule 6 of the

of the Companies (Prospectus and Allotment of Securities) Rules, 2014;

(b) item (IX) of Part A of Schedule VIII of the Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations, 2009 as amended to date in pursuance of

provisions of Securities and Exchange Board of India Act, 1992 read along with the SEBI

circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 on Clarification

regarding disclosures in Offer Documents under the SEBI Regulations issued by the Securities

and Exchange Board of India in connection with the Proposed Initial Public Offering of Equity

Shares of the Company.

(ii) Use of estimates

In the preparation of financial statements, the management makes estimates and assumptions in

conformity with the Generally Accepted Accounting Principles in India. Such estimates and assumptions

are made on reasonable and prudent basis taking into account all available information. However actual

results could differ from these estimates and assumptions and such differences are recognized in the

period in which results are ascertained.

(iii) Depreciation on Tangible Assets

Tangible assets are stated at cost of acquisition less accumulated depreciation and impairment if any.

Cost comprises of purchase price, inward freight, duties, taxes and any attributable cost of bringing the

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assets to its working condition for its intended use. Subsequent expenditure incurred on existing fixed

assets is added to their book value only if such expenditure increases the future benefits from the existing

assets beyond their previously assessed standard of performance Capital work in progress comprises of

the cost of fixed assets that are not yet ready for their intended use at the reporting date. Depreciation on

fixed assets is provided on straight-line method based on useful life of the asset as prescribed in Schedule

II to the Companies Act, 2013 except in respect of the following items:

For the assets acquired from Cochin Port Trust for ISRF, depreciation is provided on the basis of useful

life as assessed by technical experts.

(iv) Amortisation of Intangible Assets

Cost incurred on Design Development which are not directly chargeable on a product are capitalized as

‘Intangible Asset’ and amortised on a straight-line basis over a period of five years. Cost of software

which is not an integral part of the related hardware acquired for internal use is capitalised as intangible

asset and amortised on a straight-line basis over a period of three years. Up- front fee paid for securing

right to use of land and other facility is capitalized as intangible asset and amortised on a straight line

basis over the period of 30 years for which the right has been obtained. Cost of internally generated

software is capitalized as 'Intangible Asset' and amortised on a straight-line basis over a period of three

years.

(v) Impairment of Assets

The company assesses the impairment of assets with reference to each cash generating unit, at each

Balance Sheet date. If events or changes in circumstances based on internal and external factors indicate

that the carrying value may not be recoverable in full, the loss on account and the recoverable amount is

accounted for accordingly.

(vi) Investments

Investments that are readily realisable and are intended to be held for not more than one year from the

date of such investments are classified as current investments. All other investments are classified as

Non-current. Current investments are carried at lower of cost and fair value. Non-current investments are

valued at cost unless there is a permanent diminution in the value thereof.

(vii) Revenue Recognition

Contracts for the construction of ships and small crafts (Other than Defence Vessels)

The income from ship building is recognized on percentage of completion method, in proportion to the

cost incurred for the work performed up to the reporting date bear to the estimated total contract cost,

considering the physical progress or financial progress, whichever is lower. Where current estimates of

total contract costs and revenue indicate a loss, provision is made for the entire loss, irrespective of the

amount of work done.

Construction of Defence vessels

Income from the construction of vessels which are on fixed price basis is recognized on percentage of

completion method, in proportion to the cost incurred for the work performed up to the reporting date

bear to the estimated total contract cost, considering the physical progress or financial progress,

whichever is lower. Where current estimates of total contract costs and revenue indicate a loss, provision

is made for the entire loss, irrespective of the amount of work done.

Construction of Indigenous Aircraft Carrier

In the case of construction of IAC which is partly fixed price basis and partly cost plus basis, the income

from fixed price part is recognized on the percentage of completion method. Income from ‘cost plus’

part of the contract activities for design outsourcing and material procurement are recognized when the

activities are performed / materials received/ payments made. Cost of material and other expenses

incurred for the vessel which are recoverable separately from Navy is charged off to the statement of

Profit and Loss and are grossed up with the value of work done and recognized as income.

Contracts for repair of ships/ offshore structures

Income from repair of ships /offshore structures is recognized based on proportionate completion method

when proportionate performance of each ship repair activity exceeds 75%. The proportionate progress is

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measured by the Company’s technical evaluation of the percentage of physical completion of each job.

Revenue is recognized after taking into consideration possible contingencies with reference to the

realisable value of work done. In the case of ship repair contracts completed and invoices settled during

the year, income recognized is net of reductions due to price variation admitted. In the case of unsettled

invoices, the income is recognised net of estimated amount of reductions. Differences, if any, on

settlement are adjusted against income in the year of settlement.

Excise Duty

The products manufactured by the Company such as ships / ship repair are exempted from the purview

of excise duty.

Liquidated damages and interest on advances

No income has been recognized on account of (a) interest on advances given and (b) liquidated damages,

where the levies depend on decisions regarding force majeure condition of contract. These are accounted

for on completion of contracts and / or when final decisions are taken.

Others

Dividend income is recognized when the Company’s right to receive is established.

(viii) Inventories

(a) Raw materials, components, stores and spares are valued at weighted average cost method or net

realisable value whichever is lower. Provision for obsolescence / non- usability / deterioration is

determined on the basis of technical assessment made by the management. Goods in transit are

valued at cost. Stock of materials in respect of construction of vessels for clients engaged in the

defence sector wherein the cost incurred is reimbursed by the owner are shown as reduction from

the advances paid by the owner for construction of the vessel.

(b) Work in progress

(i) For Ship Building: Work in progress is recognised only when the percentage of physical

completion is less than the financial completion, in which case the cost proportionate to excess

of percentage of financial completion over physical completion is treated as Work in progress.

In the case of Indigenous Aircraft Carrier since all the materials belongs to Indian Navy, work

in progress is not recognized.

(ii) Work in progress of ships/offshore structures under repair, which have not reached 75% stage

of physical completion and general engineering jobs are valued at cost. Work- in- progress of

ships where physical construction has not started is also valued at cost.

(c) Loose tools stock is valued at cost and tools in use are revalued after providing for loss on revaluation

estimated at 30% of book value.

(d) Stock of scrap is valued at net realisable value after adjusting customs duty, if any, payable on the

scrap.

(ix) Advance/progress payments received

Advance/progress payments received from customers in respect of repair work of ships/offshore

structures are shown as deduction from the amount of work in progress in respect of income recognized

under proportionate completion method. In the case of ship building, the advance payment received is

adjusted only when the ship is invoiced.

(x) Employee benefits

(a) Liability in respect of defined benefit plan is provided on the basis of actuarial valuation as on the

date of Balance Sheet. The method of actuarial valuation adopted is the Projected Unit Credit

method.

(b) Liability for payment of gratuity is determined by actuarial valuation as per Accounting Standard 15

(Revised) and funded to Employees Group Gratuity Trust as per Rules.

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(c) Defined contribution to Employees PF and Employees’ Pension Scheme, 1995 are made on a

monthly basis as per respective statutes.

(d) Liability in respect of leave entitlement is made on actuarial valuation basis at the year end and

provided for as per Accounting Standard 15 (Revised).

(xi) Borrowing cost

General and specific borrowing costs directly attributable to acquisition/ construction or production of

qualifying assets are capitalized as part of cost of such assets upto the date when such assets are ready

for intended use. A qualifying asset is one that necessarily takes substantial period of time to get ready

for its intended use. All other borrowing costs are charged to the Statement of Profit and Loss in the

period in which they are incurred.

(xii) Prior period adjustment

Prior period adjustments and extra ordinary items having material impact on the financial affairs of the

Company are disclosed.

(xiii) Foreign Currency Transactions

Foreign Currency Transactions

Foreign exchange transactions are recorded adopting the exchange rate prevailing on the dates of

respective transactions. Monetary assets and liabilities denominated in foreign currencies existing as on

the Balance Sheet date are translated at the exchange rate prevailing as at the Balance Sheet date. The

exchange difference arising from the settlement of transactions during the period and effect of

translations of assets and liabilities at the Balance Sheet date are recognized in the Statement of Profit

and Loss account.

Derivative instruments and hedge accounting

The company uses foreign currency derivative contracts to hedge its risks associated with foreign

currency fluctuations relating to certain firm commitments and highly probable forecasted transactions.

The company designated these as cash flow hedges applying the recognition and measurement principles

set out in the Accounting standards 30 - Financial instruments: Recognition and Measurement, issued by

the ICAI. The use of foreign currency and derivative contracts is governed by the Company’s policies

approved by the Board of directors which provide written principles on the use of such financial

derivatives consistent with the Company’s risk management strategy. The company does not use

derivative financial instruments for speculative purposes. Foreign currency derivative instruments are

initially measured at fair value and are re-measured at subsequent reporting dates. Changes in the fair

value of these derivatives that are designated as effective cash flow hedges are recognized in Hedge

Reserve Account under Shareholders’ Funds and the ineffective portion is recognized in the Statement

of Profit and Loss. Changes in the fair value of derivative financial instruments that do not qualify for

hedge accounting are recognized in the Statement of profit and Loss as and when they arise. Hedge

accounting is discontinued when the hedge instrument expires or is sold, terminated, or exercised, or no

longer qualifies for hedge accounting. If a hedged transaction is no longer expected to occur, the net

cumulative gain or loss recognized in reserves is transferred to the Statement of Profit and Loss.

(xiv) Earnings Per Share

Basic/diluted Earnings per share reported is calculated by dividing the net profit after tax for the year

(including post tax effect of any extraordinary items) by the weighted average number of equity

shares/dilutive potential equity shares outstanding as at the end of the year as the case may be.

(xv) Taxes on Income

Current tax is determined as the amount of tax payable in respect of taxable income for the year computed

in accordance with the provisions of the Income Tax Act, 1961. Deferred tax liability or assets is

recognized at subsequently enacted tax rates, subject to the consideration of prudence, on timing

difference, being the difference between the taxable income and accounting income that originate in one

period and are capable of reversal in one or more subsequent periods. Deferred tax assets are recognized

only to the extent there is reasonable certainty that sufficient future taxable income will be available,

except that deferred tax asset that arising due to unabsorbed depreciation and losses are recognized if

there is a virtual certainty that sufficient future taxable income will be available to realise the same.

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(xvi) Provision, Contingent Liabilities and Contingent assets

A provision is recognised if, as a result of a past event, the Company has a present legal obligation that

can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle

the obligation. Provisions are determined by the best estimate of the outflow of economic benefits

required to settle the obligation at the reporting date. Provision towards guarantee claims in respect of

ships/ small crafts delivered wherever provided /maintained is based on technical estimation. As per

revised policy, for ships delivered, the guarantee claims are covered by way of insurance policies

covering the guarantee period on case to case basis, where ever required. Contingent liability is disclosed

when the company has a possible obligation or a present obligation and it is probable that a cash flow

will not be required to settle the obligation. Contingent assets are neither recognized nor disclosed in the

accounts.

(xvii) Segment Reporting

Identification of segments

The Company’s operating businesses are organized and managed separately according to the nature of

products and services provided.

Unallocated items

Unallocated items include general income and expense items which are not allocated to any business

segment.

(xviii) Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (Loss) before extraordinary items

and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past

or future of cash receipts or payments. The cash flows from operating, investing and financing activities

of the Company are segregated based on the available information.

Principal components of revenue and expenditure

Our revenue and expenditure is reported in the following manner:

Revenue

Our revenue comprises of revenue from operations and other income.

Revenue from Operations

Our revenue from operations consists of revenue from sale of products, sale of services and other operating

revenue. Revenue from sale of products primarily includes sale of vessels built. Revenue from sale of services

comprises of revenue from repair of vessels.

Other Income

Our other income primarily consists of income from interest on bank deposits, net gains from foreign currency

transactions, sale of scraps and stores and from training activities.

Expenses

Our expenses comprise of cost of materials consumed, changes in inventories of work-in-progress, sub contract

and other direct expenses, employee benefits expense, finance costs, depreciation and amortisation expense, other

expenses and provision for anticipated losses and expenditure.

Cost of Materials Consumed

Our cost of materials consumed includes the cost of raw materials, namely, steel, pipe and paint and the cost of

bought out components.

Change in Inventories of Work-in-Progress

Change in inventories of work-in-progress is the difference between our inventories of work-in-progress at the

beginning of the year and at the end of the year.

Sub-contract and Other Direct Expenses

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Our sub-contract expenses include expenses for sub-contracting and other off-loaded jobs and for hull insurance.

Our other direct expenses include classification fees, design expenses, launching expenses and delivery expenses.

Employee Benefit Expenses

Our employee benefit expenses include salaries, wages, bonus and allowances, contribution to provident fund and

family pension fund, gratuity and staff welfare expenses.

Finance Costs

Our finance costs include bank interest payable, other interest payable, interest payable under the Income Tax Act

and interest payable on the tax free bonds issued by us.

Depreciation and Amortisation Expense

Our depreciation and amortisation expense primarily includes depreciation of tangible assets and amortisation of

intangible assets.

Other Expenses

Our other expenses primarily include consumption of stores, power, repair and maintenance, maintenance

dredging, security expenses and travelling expenses and conveyance expenses.

Provision for Anticipated Losses and Expenditure

This includes provision primarily for expenses and contingencies, doubtful debts and advances, liquidated

damages and loss on ship building.

Results of operations

(In ` million)

Particulars

Half year ended

September 30,

2016

Fiscal 2016 Fiscal 2015 Fiscal 2014

Revenue

Revenue from operations 9,537.12 19,924.50 15,861.57 18,002.82

Other income 737.49 1,068.34 770.73 610.61

Total Revenue 10,274.61 20,992.84 16,632.30 18,613.43

Expenses

Cost of materials consumed 4,360.14 10,543.22 10,008.08 7,757.49

Changes in inventories of work-in-

progress

(560.44) (164.41) (192.25) 402.15

Sub contract and other direct

expenses

1,591.25 1,929.21 1,600.92 1,746.66

Employee benefits expense 1,047.25 2,108.43 2,157.51 2,091.92

Finance costs 52.72 119.40 183.22 192.56

Depreciation and amortisation

expense

188.40 371.93 376.98 253.22

Other expenses 694.43 1,432.55 1,127.57 1,419.66

Provision for anticipated losses and

expenditure

60.71 224.14 251.06 404.68

Total Expenses 7,434.46 16,564.47 15,513.09 14,268.34

Profit before tax 2,840.15 4,428.37 1,119.21 4,345.09

Tax expense

Current tax 986.45 1,659.60 470.01 1,509.86

Deferred tax 8.46 (89.52) (63.09) (0.46)

Profit for the year 1,845.24 2,858.29 712.29 2,835.69

Discussion on the results of operations

Half year ended September 30, 2016

Revenue from Operations

Our total revenue was `10,274.61 million in the half year ended September 30, 2016 comprising of:

Revenue from operations: Our revenue from operations was `9,537.12 million in the half year ended September

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30, 2016 primarily comprising of revenue from building of the IAC of `6,184.63 million. Our revenue from

building of other vessels during this period was `1,567.29 million. Our revenue from repair of vessels during this

period was `1,765.47 million.

Other Income: Our other income was `737.49 million in the half year ended September 30, 2016, primarily

comprising of interest income received of `628.31 million.

Expenses

Our total expenditure was `7,434.46 million in the half year ended September 30, 2016 comprising of:

Cost of material consumed: Our cost of material consumed was `4,360.14 million in the half year ended

September 30, 2016, primarily comprising of bought out components of `4,123.05 million.

Change in Inventory of Work in Progress: Our increase in inventories of work in progress was `(560.44) million

in the half year ended September 30, 2016.

Sub contract and other direct expenses: Our sub contract expenses and other direct expenses were `1,591.25

million in the half year ended September 30, 2016, primarily comprised of other direct expenses of ` 907.82

million and of costs in relation to sub contract and off loaded jobs of ` 676.27 million.

Employee benefits expense: Our employee benefits expenses were `1,047.25 million in the half year ended

September 30, 2016, primarily due to salaries, wages, bonus ex gratia and allowances of `897.96 million.

Finance Costs: Our finance costs were `52.72 million in the half year ended September 30, 2016 representing

interest paid on tax free bonds issued by us.

Depreciation and amortisation expense: Our depreciation and amortisation expense was `188.40 million in the

half year ended September 30, 2016, primarily due to depreciation of tangible assets of `138.38 million.

Other expenses: Our other expenses were `694.43 million in the half year ended September 30, 2016, primarily

due to expenses in relation to repairs and maintenance expense of `100.04 million, power expense of `97.08

million, of consumption of stores expense of `87.65 million, security expense of `75.26 million, maintenance

dredging expense of `65.41 million, fuel expense of `42.94 million and corporate social responsibility expense

of `36.40 million.

Provision for anticipated losses and expenditure: Our provision for anticipated losses and expenditure was ̀ 60.71

million in the half year ended September 30, 2016, primarily for loss on shipbuilding of `30.40 million and for

expenses and contingences of `26.19 million.

Tax expense: Our tax expense was `994.91 million in the half year ended September 30, 2016.

Profit after tax for the year: Due to the factors mentioned above, our profit after tax was `1,845.24 million in the

half year ended September 30, 2016.

Fiscal 2016 compared to Fiscal 2015

Revenue from operations

Our total revenue increased to `20,992.84 million in Fiscal 2016 from `16,632.30 million in Fiscal 2015 which

was an increase by 26.22% due to the reasons described below:

Revenue from operations: Our revenue from operations increased by 25.61% to `19,924.50 million in Fiscal 2016

from `15,861.57 million in Fiscal 2015. This increase was primarily due to an increase in the revenue from

building the IAC by `3,955.46 million and from repair of vessels by `1,662.84 million which was partially off-

set by a decrease in the revenue from building of other vessels by `1,392.79 million.

Other Income: Our other income also increased by 38.61% to `1,068.34 million in Fiscal 2016 from `770.73

million in Fiscal 2015. This increase was primarily due to an increase in interest income from bank deposits of

`460.11 million. Our other income as a percentage of total income was 5.09% for Fiscal 2016 as compared to

4.63% for the Fiscal 2015.

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Expenses

Our total expenditure increased by 6.78% to `16,564.47 million in Fiscal 2016 from `15,513.09 million in Fiscal

2015, due to the factors described below:

Cost of material consumed: Our cost of material consumed increased by 5.35% to `10,543.22 million in Fiscal

2016 from `10,008.08 million in Fiscal 2015. This increase was primarily due to an increase in the cost of steel

consumed by `641.38 million, due to the higher volume of shipbuilding and ship-repair work, which was partially

offset by a decrease in the cost of bought out components by `220.27 million.

Change in Inventory of Work in Progress: Our change in inventory of work-in-progress decreased by 14.48% to

`164.41 million in Fiscal 2016 from `192.25 million in Fiscal 2015.

Sub contract and other direct expenses: Our sub contract and other direct expenses increased by 20.51% to

`1,929.21 million in Fiscal 2016 from ̀ 1,600.92 million in Fiscal 2015. Our sub contract and other direct expenses

increased due to an increase primarily in the expenses of sub contract and other offloaded jobs of `391.92 million

which was partially offset by a decrease in the other direct expenses of `64.92 million.

Employee benefits expense: Our employee benefits expense marginally decreased by 2.27% to `2,108.43 million

in Fiscal 2016 from `2,157.51 million in Fiscal 2015. Our employee benefits expense marginally decreased due

to a decrease primarily in our salaries, bonus and allowances by `45.11 million which was partially offset by an

increase in the staff welfare expenses of ` 7.22 million.

Finance Costs: Our finance costs decreased by 34.83% to `119.40 million in Fiscal 2016 from `183.22 million

in Fiscal 2015. Our finance costs decreased primarily due to a decrease in the bank interest payable by `63.07

million.

Depreciation and amortisation expense: Our depreciation and amortisation expense marginally decreased by

1.34% to `371.93 million in Fiscal 2016 from `376.98 million in Fiscal 2015. Our depreciation and amortisation

expense marginally decreased due to reduction in depreciation of tangible assets by `13.89 million which was

partially offset by an increase in amortization of intangible assets by `11.91 million.

Other expenses: Our other expenses increased by 27.04% to `1,432.55 million in Fiscal 2016 from `1,127.57

million in Fiscal 2015. Our other expenses increased primarily due to an increase in miscellaneous expenses by

`91.23 million, consumption of stores by `76.87 million, net gain on derivative contracts by `63.88 million, which

was partially offset by a decrease primarily in liquidated damages by `97.58 million.

Provision for anticipated losses and expenditure: Our provision for anticipated losses and expenditure decreased

by 10.72% to `224.14 million in Fiscal 2016 from `251.06 million in Fiscal 2015. Our provision for anticipated

losses and expenditure decreased due to a decrease primarily in our provision for expenses and contingencies by

`122.11 million, which was partially offset by an increase primarily in the provision for loss in shipbuilding by

`81.00 million.

Tax expense: Our tax expense increased by 285.84% to `1,570.08 million in Fiscal 2016 from `406.92 million in

Fiscal 2015.

Profit after tax for the year: Due to the factors mentioned above, our profit after tax increased by `2,146 million

to `2,858.29 million in Fiscal 2016 from `712.29 million in Fiscal 2015.

Fiscal 2015 compared to Fiscal 2014

Revenue from operations

Our total revenue decreased to `16,632.30 million in Fiscal 2015 from `18,613.43 million in Fiscal 2014 which

was a decrease of 10.64% due to the reasons described below:

Revenue from operations: Our revenue from operations decreased by 11.89% to `15,861.57 million in Fiscal 2015

from `18,002.82 million in Fiscal 2014. This decrease was primarily due to a decrease in the revenue from

building of the IAC by `3,165.36 million (due to delayed signing of the Phase-II contract) and from the repair of

fewer vessels by `308.81 million. This was partially off-set by an increase in the revenue from building of other

vessels by `1,271.16 million.

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Other Income: Our other income increased by 26.22% to `770.73 million in Fiscal 2015 from `610.61 million in

Fiscal 2014. This increase was primarily due to an increase in net gains on foreign currency transactions of `66.57

million and in rent received of `27.89 million. Our other income as a percentage of total income was 4.63% for

Fiscal 2015 as compared to 3.28% for the Fiscal 2014.

Expenses

Our total expenditure increased by 8.72% to `15,513.09 million in Fiscal 2015 from `14,268.34 million in Fiscal

2014, due to the factors described below:

Cost of material consumed: Our cost of material consumed increased by 29.01% to `10,008.08 million in Fiscal

2015 from `7,757.49 million in Fiscal 2014. This increase was due to an increase primarily in the cost of bought

out components by `2,697.77 million which was marginally offset by a decrease in the cost of steel by ` 463.38

million.

Change in Inventory of Work in Progress: Our change in inventory of work-in-progress decreased by 147.81% to

(`192.25) million in Fiscal 2015 from `402.15 million in Fiscal 2014.

Sub contract and other direct expenses: Our changes in sub contract and other direct expenses decreased by 8.34%

to `1,600.92 million in Fiscal 2015 from `1,746.66 million in Fiscal 2014. Our sub contract and other direct

expenses decreased due to a decrease primarily in the costs relating to sub contract and other offloaded jobs by

`146.05 million which was marginally offset by an increase in the other direct expenses by `2.35 million.

Employee benefits expense: Our employee benefits expense increased by 3.14% to `2,157.51 million in Fiscal

2015 from ̀ 2,091.92 million in Fiscal 2014. Our employee benefits expense increased due to an increase primarily

in the salaries, wages, bonus and allowances by `43.76 million which was marginally offset by a decrease in the

staff welfare expenses by `2.80 million.

Finance Costs: Our finance costs decreased by 4.85% to `183.22 million in Fiscal 2015 from `192.56 million in

Fiscal 2014. Our finance costs decreased primarily due to a decrease in the bank interest payable by `93.04 million

which was partially offset primarily by an increase in the interest payable on tax free bonds issued by us by `76.96

million.

Depreciation and amortisation expense: Our depreciation and amortisation expense increased by 48.87% to

`376.98 million in Fiscal 2015 from `253.22 million in Fiscal 2014. Our depreciation and amortisation expense

increased due to an increase primarily in the depreciation on tangible assets by `96.26 million which was

marginally offset by a decrease in the loss on revaluation of tools by `7.46 million.

Other expenses: Our other expenses decreased by 20.57% to `1,127.57 million in Fiscal 2015 from `1,419.66

million in Fiscal 2014. Our other expenses decreased primarily due to a decrease in the net gain/loss on derivative

contracts by `335.75 million and maintenance dredging expense by `64.32 million, which was partially offset by

an increase in repair and maintenance expense by `67.14 million.

Provision for anticipated losses and expenditure: Our provision for anticipated losses and expenditure decreased

by 37.96% to `251.06 million in Fiscal 2015 from `404.68 million in Fiscal 2014. Our provision for anticipated

losses and expenditure decreased due to a decrease primarily in the provision for doubtful debts and advances by

`121.10 million and in the provision for liquidated damages by `92.81 million, which was partially offset by an

increase in the provision for expenses and contingencies by `68.15 million.

Tax expense: Our tax expense decreased by 73.04% to `406.92 million in Fiscal 2015 from `1,509.40 million in

Fiscal 2014.

Profit after tax for the year: Due to the factors mentioned above, our profit after tax decreased by `2,123.40

million to `712.29 million in Fiscal 2015 from `2,835.69 million in Fiscal 2014.

Liquidity and capital resources

Over the past three years and six months, we have been able to finance our working capital requirements through

cash generated from our operations and bank loans and facilities. We have relied on cash from internal resources

and loans from banks to finance the expansion of our business and operations. We believe that after taking into

account the expected cash to be generated from our business and operations and the proceeds from our bank loans,

249

we have sufficient working capital for our present requirements and anticipated requirements for capital

expenditures and other cash requirements for 12 months following the date of this Draft Red Herring Prospectus.

As of September 30, 2016, we had `17,190.92 million of cash and bank balances.

The table below summaries our cash flows from our restated financial information of cash flows for the half year

ended September 30, 2016, Fiscal 2016, Fiscal 2015 and Fiscal 2014:

(In ` million)

Half year ended September

30, 2016

Fiscal

2016

Fiscal

2015

Fiscal

2014

Net cash (used in) / generated from

operating activities

(343.89) 393.43 6,634.17 (5,841.75)

Net cash generated from investing

activities

169.12 474.23 155.24 152.47

Net cash (used in) / generated from

financing activities

22.28 (318.92) (2,353.93) 2710.12

Net increase/ (decrease) in cash and

cash equivalents

(152.49) 548.74 4435.48 (2,979.16)

Cash and Cash Equivalents at the

beginning of the period

5,114.71 4,565.97 130.49 3,109.65

Cash and Cash Equivalents at the end

of the period

4,962.22 5,114.71 4,565.97 130.49

Operating activities


Net cash used in operating activities was ̀ 343.89 million in the half year ended September 30, 2016. Our operating

profit before working capital changes was `2,381.84 million in the half year ended September 30, 2016, due to

adjustments primarily by interest income of ̀ 629.27 million and depreciation and amortization of `176.41 million.

The operating profit before working capital changes was primarily offset by increase/decrease of trade and other

receivables of `1,365.98 million and inventories of ` 393.12 million and taxes paid of `899.30 million.

Fiscal 2016

Net cash generated from operating activities was `393.43 million in Fiscal 2016. Our operating profit before

working capital changes was `3,886.22 million in Fiscal 2016, due to adjustments primarily by interest income of

`993.61 million and depreciation and amortization of `344.98 million. The operating profit before working capital

changes was adjusted by trade and other payables of `1858.56 million but primarily offset by trade and other

receivables of `4,734.65 million and taxes paid of `1,334.18 million.

Fiscal 2015

Net cash generated from operating activities was `6.634.17 million in Fiscal 2015. Our operating profit before

working capital changes was `941.09 million in Fiscal 2015, due to adjustments primarily by interest income of

`535.49 million and depreciation and amortization of `346.96 million. The operating profit before working capital

changes was adjusted by trade and other payables of `2,164.70 million but primarily offset by trade and other

receivables of `3,351.57million and taxes paid of `748.54 million.

Fiscal 2014

Net cash used in operating activities was `5,841.75 million in Fiscal 2014. Our operating profit before working

capital changes was `4,508.14 million in Fiscal 2014, due to adjustments primarily by interest income of `508.29

million and net loss/profit on derivative contracts `275.95 million. The operating profit before working capital

changes was primarily offset by trade and other payables of `764.64 million and trade and other receivables of

`8,295.06 million and taxes paid of `883.60 million.



Net cash generated from investing activities was `169.12 million in the half year ended September 30, 2016. This

was primarily due to interest income received of `329.35 million and was primarily offset by purchase of assets

of `156.45 million.

Fiscal 2016

250

Net cash generated from investing activities was `474.23 million in Fiscal 2016. This was primarily due to interest

income received of `918.33 million and was primarily offset by purchase of assets of `347.77 million and capital

work in progress of `106.63 million.

Fiscal 2015

Net cash generated from investing activities was `155.24 million in Fiscal 2015. This was primarily due to interest

income received of `522.30 million and was primarily offset by purchase of assets of `347.73 million and capital

work in progress of `52.14 million.

Fiscal 2014

Net cash generated from investing activities was `152.47 million in Fiscal 2014. This was primarily due to capital

work in progress of `1,304.44 million and interest income received of `353.90 million and was primarily offset

by purchase of assets of `1,512.35 million.



Net cash generated from financing activities in the half year ended September 30, 2016 was `22.28 million which

represented net profit on derivative contracts of `22.28 million.

Fiscal 2016

Net cash used in financing activities was `318.92 million for Fiscal 2016 comprising mainly of dividend paid of

`169.92 million and interest paid of `109.72 million.

Fiscal 2015

Net cash used in financing activities was `2,353.93 million for Fiscal 2015 comprising mainly of re-payment of

short term borrowings of `2,109.18 million, interest paid of `172.79 million and dividend paid of `169.92 million.

Fiscal 2014

Net cash generated from financing activities was `2,710.12 million for Fiscal 2014 comprising mainly of short

term borrowings taken of `2,109.18 million and issue of tax free bonds of `1,230.00 million, which were partially

off-set by net loss on derivative contracts of `275.95 million, dividend paid of `169.92 million and interest paid

of `161.30 million.

Related party transactions

Related party transactions with certain of our directors and employees primarily relate to remuneration. For further

details of such related parties under AS 18, see “Financial Statements” on page 162.

Contingent liabilities

In the financial statements for the six-month period ended September 30, 2016 and for Fiscals 2016, 2015, 2014,

2013 and 2012, contingent liabilities are not recognized in the books of accounts and disclosed as notes to

accounts. However during the said periods certain contingent liabilities had materialised subsequently and were

provided for in the subsequent year. For the purpose of the restatement, the said liabilities have been adjusted to

the respective year in which the liability relates to, including adjustment to the balance brought forward in profit

and loss account as at April 1, 2011.

Our contingent liabilities as at September 30, 2016 are set out below:

(In ` million)

Particulars

Six month

period ended

September 30,

2016


September 30, 2016

A Contingent Liability

(To the extent not provided for)

a Guarantees

i Letters of credit 1550.63 Represents LC opened by the Company in various banks for

procurement of materials/assets

ii Corporate performance

guarantee

392.50 Performance guarantee given by Company to CoPT for

performance of obligations under the contract agreement

251

Particulars

Six month

period ended

September 30,

2016


September 30, 2016

entered with CoPT during the contract period.

b Other money for which the

company is contingently liable

i Greater Cochin Development

Authority

6.91 Claim raised by GCDA for the land acquired for the

Company is settled. However 8 land acquisition revision

petition cases (Valued at Rs.6.91 million) filed by evictees

is pending with the Supreme Court and High Court of

Kerala.

ii Customs duties 2046.52 Customs duty for materials under Bond and indigenous

vessels delivered. Includes an amount of `6.98 million,

being Customs duty refund granted by Customs Excise and

Service Tax Appellate Tribunal, Bangalore, against which

an appeal is pending before the High Court of Kerala.

iii Demand for KGST/KVAT for

the Assessment Years 2001-

02,2004-05, 2005-06 & 2007-08

mainly due to levy of KVAT on

the export turnover of ships

139.63 2000-01 - `11.19 million

2001-02 - `7.34 million

2004-05 - `20.22 million

2005-06 - `65.22 million

2007-08 - `35.65 million

(Under appeal.)Stay of collection of tax obtained in all

cases. Demand reduced due to appeal allowed by Deputy

Commissioner (Appeals)

iv Income Tax 154.05 Demand relating to Assessment Years:

AY 2000-01 - `6.33 million

AY 2002-03 - `0.83million

AY 2003-04 - `0.03million

AY 2010-11 - `28.86 million

AY 2011-12 - `41.26 million

AY 2012-13 - `54.61 million

AY 2013-14 - `22.14 million

v Service Tax 164.75 Demand of Service Tax on IAC P-71 (Design Consultancy)

as per Show Cause Notice issued. Reply to Show Cause

Notice filed. No further action from Department side.

37.67 Refund claim on the Service Tax on IAC pending before

Commissioner (Appeals). Hearing completed and reserved

for orders.

233.96 Show cause notice issued for levy of Service Tax on Ship

Repair without allowing deduction of materials and

disallowance of cenvat credit. Reply to Show Cause Notice


188.56 Levy of Service Tax on LDCL Vessels due to disallowance

of the benefit of Notification No.25/2012-ST ef 20.06.12 for

the repair of LDCL vessel. Reply to Show Cause Notice


B Commitments (To the extent not

provided for)

a Estimated amount of contracts

remaining to be executed on

capital account and not provided

for:

331.07

Off-balance sheet items

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any

entity that have been established for the purposes of facilitating off-balance sheet arrangements.

Capital and other commitments

As of September 30, 2016, we had contractual obligations of the following amounts:

(In ` million)

Particulars As at March 31,

252

As at

September

30, 2016

2016 2015 2014 2013 2012

Estimated amount of contracts

remaining to be executed on capital

account and not provided for

331.07 68.15 43.59 36.89 33.47 233.51

Secured and unsecured borrowings

As of September 30, 2016, the fund-based outstanding borrowings of our Company aggregated to `1,310.87

million. For further details, please see “Financial Indebtedness” on page 259.

Capital Expenditure

Capital expenditures represent our expenditure in relation to shipbuilding, ship repair and unallocated expenditure.

The following table sets out the total capital expenditure for the periods indicated:

(In ` million)

Particulars Half year ended

September 30, 2016 Fiscal 2016 Fiscal 2015 Fiscal 2014

Ship Building 50.09 120.54 140.57 490.91

Ship Repair 16.78 148.74 20.38 926.02

Unallocated 89.59 78.49 186.77 95.42

Total 156.46 347.77 347.72 1,512.35

Quantitative and Qualitative Disclosures about Market Risk

General

Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change

in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the

foreign currency exchange rates, interest rates, commodity prices, equity prices and other market changes that

affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments

including investments, foreign currency payables and debt.

Foreign Exchange Rate Risk

Changes in currency exchange rates influence our results of operations. A major portion of our revenues,

particularly relating to our international orders, is denominated in currencies other than Indian Rupees, most

significantly the U.S. dollar. The appreciation of the Indian Rupee against the U.S. Dollar and other foreign

currencies may adversely affect our results of operations. We incur currency transaction risks whenever we enter

into a purchase or sale transaction using a currency other than our functional currency such as in relation to the

import of raw materials. Although we enter into hedging transactions to minimize our currency exchange risks,

there can be no assurance that such measures will enable us to avoid the effect of any adverse fluctuations in the

value of the Indian Rupee against the relevant foreign currencies.

Commodity Price Risk

We are subject to market risks related to the volatility in the price of our raw materials like steel, pipe and paint

and bought out components. Our financial results can be affected significantly by fluctuations in these prices,

which depend on many factors, including demand for these materials, changes in the economy, worldwide

production levels, worldwide inventory levels and disruptions in the supply chain.

Credit Risk

Any scarcity of credit or other financing in India, or worldwide, resulting in an adverse impact on economic

conditions may impinge upon our ability to finance our developments and expansions.

Inflation Risk

Our Company is incorporated in India, and almost all our assets and employees are located in India. As a result

we are highly dependent on prevailing economic conditions in India and our results of operations are significantly

affected by factors influencing the Indian economy. Any increase in inflation in India may adversely affect our

results of operations by increasing our costs such as the price of raw materials, the cost of power and transportation

costs.

253

Reservations, qualifications and adverse remarks

There are no reservations, qualifications and adverse remarks by our statutory auditor for the half year ended

September 30, 2016 and the Fiscals 2016, 2015, 2014, 2013 and 2012, except as follows:

Fiscal 2015

The Company has recognized revenue from ship building and ship repair activities based on its own

assessment of physical completion. The auditors have placed reliance on the technical assessment and activity

based cost estimates provided by the Company for the purpose of income recognition.

Accounting of liabilities towards sub-contract works, at the end of the year is based on the Company’s

estimate.

Fiscal 2014

The income recognised in respect of the IAC includes income pertaining to the phase-II contract recognised

provisionally at phase-I rates pending finalisation of the terms and conditions of the phase-II contract. This

also includes an amount of `864.80 million pertaining to the phase-II works completed in previous year, the

expenditure of which has been charged in that year.

The Company has recognized revenue from ship building and ship repair activities based on its own

assessment of physical completion. The auditors have placed reliance on the technical assessment and activity

based cost estimates provided by the Company for the purpose of income recognition;

Accounting of liabilities towards sub-contract works is based on the Company’s estimate pending

confirmation by the parties.

Fiscal 2013 and 2012

Liabilities towards unsettled and incomplete sub-contract work, at the end of the year have been accounted

on an estimated basis.

Effect of using estimates for arriving at the total cost of the contract for the purpose of recognition of income

from ship building contracts under percentage completion method, recognition of anticipated loss on ship

building contracts and for recognition of income from ship repair activities under proportionate completion

method and reduction from invoice value for arriving at the ship repair turnover and the consequent impact,

if any, on the profitability and current assets as on the balance sheet date is not ascertainable.

Other audit qualifications which do not require any corrective adjustment in the financial information

Fiscal 2016

During the Fiscal, the Company has written-off balance due from sundry debtors amounting to `0.95 million.

Pursuant to the Company’s policy, liquidated damages, where the levies depend on decisions regarding force

majeure condition of contract, are accounted for on completion of contract and/or when final decision is taken.

The Statutory Auditors have commented that based on the examination of the records of the Company and

according to the information and explanations given to them, liquidated damages accounted for have not been

waived or written off during the year. Based on the explanation given to them, the Company does not have

the practice of claiming interest on delayed payment from customers even though certain contracts provide

for this.

The Statutory Auditors have commented that based on its examination of the books and records of the

Company, during this Fiscal, claims disallowed by the Indian Navy amounting to `1.00 million have been

adjusted against income in the books of accounts and claims disallowed amounting to `10.78 million have

been resubmitted and pending approval, these have not been adjusted in the statement of profit and loss.

The Company has several dues outstanding with respect to income tax, sales tax, value added tax, service tax

and customs duty which have not been deposited on account of ongoing disputes with the relevant

departments.

Fiscal 2015

254

The Company does not have the practice of claiming interest on delayed payment from customers even though

certain contracts provide for this.

Records maintained relating to items dispatched out of the Company against returnable gate pass, offers scope

for improvement and the procedures followed relating to items sent out on returnable basis needs to be

strengthened.

Report on age wise analysis of pending legal/ arbitration cases (other than statutory matters), is set out below.

(In ` million)

S.

No.

Age of pending

cases

No. of

cases

Amount

involved*

Legal

Expenses

Reasons for pendency/

Present position

1 0-3 years 30 151.93

Total legal

expenses

incurred during

the year

amounts to

5.19 (Previous

year – 1.55)


adjournments in courts/

legal matters/ other court

related matters.

2 4-6 years 5 280.36 The delay is attributable to



related matters.

3 7-10 years 2 - The delay is attributable to



related matters.

4 Above 10 years 10 157.29 The delay is attributable to



related matters. *to the extent quantifiable and having financial impact on the Company

Frequency of physical inventory verification needs to be increased.

The Company has several dues outstanding with respect to income tax, sales tax and value added tax which

have not been deposited on account of ongoing disputes with the relevant departments.

Fiscal 2014

Fixed asset stated to be physically verified by the management not observed by auditors. Physical verification

procedure needs to be strengthened.

Procedure of physical verification of inventories followed by the management need to be strengthened in

relation to the size of the Company and the nature of its business.

The internal control system should be strengthened to commensurate with the size of the Company and nature

of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

The scope of internal audit function carried out by the independent chartered accountants needs to be enlarged

to commensurate with the size of the Company and nature of its business.

The Company has several dues outstanding with respect to income tax, sales tax, value added tax and service

tax which have not been deposited on account of ongoing disputes with the relevant departments.

Fiscal 2013



Fiscal 2012



255

Details of default, if any, including therein the amount involved, duration of default and present status, in

repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans

from any bank or financial institution

There have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or

repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest

thereon by the Company as of September 30, 2016, except as set out below:

(i) Undisputed statutory dues in arrears for a period of more than six months from the date they became payable:

Sr.

No.

Name of the

statute

Nature of

Liability

Amount (Rs.

in Million)

Period to which

the amount relates

Remarks

1 Finance Act,

1994

Service Tax 66.32 July 2012-

September 2016

The amount has been paid by

the Company on January 17,

2017

(ii) Statutory dues which have not been deposited with the appropriate authorities on account of disputes:

Sr.

No.

Name of the

statute

Nature of

Liability

Amount (Rs.

in Million)#

Period to which

the amount

relates

Forum where the dispute is

pending

1 Income Tax

Act, 1961

Income

Tax

6.33 AY 2000-01 Assessing Authority (Case

remanded by Income Tax

Appellate Tribunal)

2 Income Tax

Act, 1961

Income

Tax


Tribunal

3 Income Tax

Act, 1961

Income

Tax


Tribunal

4 Income Tax

Act, 1961

Income

Tax

28.86 AY 2010-11 Commissioner of Income

Tax (Appeals)

5 Income Tax

Act, 1961

Income

Tax


Tax (Appeals)

6 Income Tax

Act, 1961

Income

Tax


Tax (Appeals)

7 Income Tax

Act, 1961

Income

Tax


Tax (Appeals)

8 Kerala

General

Sales Tax

Act, 1963

Sales Tax 4.90 1996-97 Assessing Authority

(Remanded back to AO by

DC(A))

9 Kerala

General

Sales Tax

Act, 1963

Sales Tax 5.80 1999-00 Assessing Authority,

Commercial Taxes

(Remanded back to

Assessing Officer by the

Kerala Sales Tax Appellate

Tribunal)

10 Kerala

General

Sales Tax

Act, 1963

Sales Tax 11.19 2000-01 Deputy

Commissioner(Appeals)

11 Kerala

General

Sales Tax

Act, 1963

Value

Added Tax

7.34 2001-02 Deputy


256

Sr.

No.

Name of the

statute

Nature of

Liability

Amount (Rs.

in Million)#

Period to which

the amount

relates

Forum where the dispute is

pending

12 Kerala

General

Sales Tax

Act, 1963

Value

Added Tax

20.22 2004-05 Deputy


13 Kerala

Value

Added Tax

Act, 2003

Value

Added Tax

65.22 2005-06 Deputy


14 Kerala

Value

Added Tax

Act, 2003

Value

Added Tax

35.65 2007-08 Deputy


15 Finance Act,

1994

Service

Tax

96.49* Apr 2003- Mar

2007

Custom Excise & Service

Tax Appellate Tribunal,

Bangalore

16 Finance Act,

1994

Service

Tax

16.49* Apr 2007- Dec

2008

Commissioner of Central

Excise (Appeals)

17 Finance Act,

1994

Service

Tax

9.77* Jan 2009- Sep

2009


Excise (Appeals)

18 Finance Act,

1994

Service

Tax

11.66* Oct 2009- Sep

2010


Excise (Appeals)

19 Finance Act,

1994

Service

Tax

11.13* Oct 2010- Sep

2011


Excise (Appeals)

20 Finance Act,

1994

Service

Tax

7.05* Oct 2011- Jun

2012


Excise (Appeals)

21 Finance Act,

1994

Service

Tax

8.74* Jul 2012- Mar

2013


Excise (Appeals)

22 Finance Act,

1994

Service

Tax

0.41 Jul 2012- Sep

2013


Excise (Appeals)

23 Finance Act,

1994

Service

Tax

0.57* Oct 2013- Mar

2015


Excise (Appeals)

24 Finance Act,

1994

Service

Tax

8.54* April 2013 –

March 2014


Excise (Appeals)

25 Finance Act,

1994

Service

Tax

7.30* April 2014-

March 2015


Excise (Appeals)

26 Customs

Act, 1962

Duty of

Customs

2.33 (Interest

on addl. duty)

1992-1993 Custom Excise & Service


Bangalore

27 Customs

Act, 1962

Duty of

Customs

1489.14 2010-2015 Hon’ble High Court of

Kerala

28 Customs

Act, 1962

Duty of

Customs

2.75 (Interest

on addl. duty)



Bangalore

29 Customs

Act, 1962

Duty of

Customs

2.21 (Interest

on addl. duty)



Bangalore #Amount mentioned net of taxes paid.

*Amounts are inclusive of interest/penalty

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the half

257

year ended September 30, 2016 and the Fiscals 2016, 2015, 2014, 2013 and 2012 except as set out below:

Fiscal 2014

Tampering of certain e-tickets by the Company’s travel agents. Financial implication based on the initial

assessment is around `0.19 million.

Unusual or infrequent events or transactions

As on date, there have been no unusual or infrequent events or transactions including unusual trends on account

of business activity, unusual items of income, change of accounting policies and discretionary reduction of

expenses.

Significant economic changes that materially affected or are likely to affect income from continuing

operations

We operate in a highly regulated industry. Government policies governing the sector in which we operate as well

as the overall growth of the Indian economy has a significant bearing on our operations. Major changes in these

factors can significantly impact income from continuing operations.

There are no significant economic changes that materially affected our Company’s operations or are likely to

affect income from continuing operations except as described in the section titled “Risk Factors” on page 17.

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,

revenue or income from continuing operations

Our business has been affected and we expect that it will continue to be affected by the trends identified above in

“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Factors

Affecting Our Results of Operations” and the uncertainties described in the section titled “Risk Factors” on pages

237 and 17, respectively. To our knowledge, except as disclosed in this Draft Red Herring Prospectus, there are

no known factors which we expect to have a material adverse impact on sales, revenue or income from continuing

operations.

Future changes in relationship between costs and revenues, in case of events such as future increase in

labour or material costs or prices that will cause a material change are known

Other than as described in “Risk Factors” and this section, we believe there are no known factors that might affect

the future relationship between cost and revenue.

Extent to which material increases in net sales or revenue are due to increased sales volume, introduction

of new products or services or increased sales prices

Changes in revenue in the last fiscal three years are as explained in the part “Fiscal 2016 compared to Fiscal

2015” and “Fiscal 2015 compared to Fiscal 2014” in this section.

Competitive Conditions

We expect competition in our industry from existing and potential competitors to intensify. For details, please see

the discussions of our competition in “Risk Factors” on page 17.

Increase in income

Increases in our income are due to the factors described above in “Management’s Discussion and Analysis of

Financial Condition and Results of Operations – Significant Factors Affecting Our Results of Operations” and

“Risk Factors” on pages 237 and 17, respectively.

Status of any publicly announced new products or business segments

We have not announced and do not expect to announce in the near future any new products or business segments.

Significant dependence on a single or few suppliers or customers

258

Apart from the Indian Navy, with whom we have we have entered into an agreement for building of the IAC

which constitutes a major portion of our current order book as of September 30, 2016 and of our total revenues in

the six-month period ended September 30, 2016 and in Fiscal 2016, we are not dependent on any particular

supplier or customer.

Significant developments after September 30, 2016 that may affect our future results of operations

India has decided to adopt the “Convergence of its existing standards with IFRS” not IFRS. These “IFRS based/

synchronised Accounting Standards” are referred to in India as Ind AS. The Ministry of Corporate Affairs,

Government of India, has through a notification dated February 16, 2015, set out the Ind AS and the timelines for

their implementation. Accordingly, our Company is required to prepare its financial statements in accordance with

Ind AS from April 1, 2016. Given that Ind AS is different in many respects from Indian GAAP under which our

financial statements are currently prepared, our financial statements for the period commencing from April 1,

2016 may not be fully comparable to our historical financial statements.

See “Risk Factor – Public companies in India, including us, are required to compute Income Tax under the Income

Computation and Disclosure Standards (the “ICDS”). The transition to ICDS in India is very recent and we may

be negatively affected by such transition.” on page 35. The key highlights of this transition to Ind AS are set out

in “Significant Differences between Indian GAAP and Ind AS” on page 230. This is an indicative list of significant

line items only and is provided for convenience only. It is not intended to be an exhaustive list. Investors should

seek specific advice from their advisors in relation to the impact of transition to Ind AS.

259

FINANCIAL INDEBTEDNESS

Set forth below is a brief summary of our Company’s outstanding borrowings together with a brief description of

certain significant terms of such financing arrangements. Our Company has granted loans to certain Directors and

KMPs. For details, see “Our Management – Loans taken by Directors/KMP” on page 156.

I. Fund Based Borrowing

A. Secured Borrowings

The details of the secured borrowings are provided below:

S.

No

Lender and

Term Particulars

Amount

sanctioned

Principal

amount

availed

as on

January

31, 2017

Amount

outstanding

as on

January 31,

2017

Security / margin and

Commission (p.a) Purpose

1. Sanction

letter from

State Bank

of India

dated

September

19, 2016

Term loan

for Dry

Dock

(“Term

Loan I”)

` 4,190

million

NIL NIL

Margin: 76.71%

Security: hypothecation of

project assets, equitable

mortgage over 30 acres of

factory land and buildings at

Perumanoor, Ernakulam upon

which the project is coming

up, equitable mortgage over

57.78 acres of factory land and

buildings at Perumanoor,

Ernakulam and negative lien

over remaining 81.94 acres of

factory land at Perumanoor.

Dry

Dock

Term loan

for ISRF

(“Term

Loan II”)

` 4,420

million

NIL NIL Margin: 54.43%

Security: hypothecation of

project assets and equitable

mortgage over leasehold rights

on project land measuring

16.90 hectares.

ISRF

The sanction letter(s) issued by State Bank of India entails various restrictive conditions and covenants interalia

restricting certain corporate actions for which our Company requires prior consent of the lender. Certain of these

covenants include:

1. Formulation of any scheme of amalgamation or reconstruction or merger or demerger of our Company.

2. Issuing any guarantee obligation or letter of comfort in the nature of guarantee on behalf of any other

company.

3. Embarking on any expansion/acquisition of fixed assets, if such investment results in breach of financial

covenants or diversion of working capital funds for financing long term assets.

4. Diversion of funds by way of investment in share capital or loan or advance funds to or place deposits with

any other concern for any other purpose other than for which granted or agreed to be granted.

5. Change the practice with regard to remuneration of directors or commission, scale of sitting fees, etc. except

where mandated by any legal or regulatory provisions.

6. Changing the nature of business i.e. any other trading activity other than sale of products arising out of

manufacturing operations of our Company.

7. Creating charge, mortgage or encumbrance over all or any of the fixed assets of our Company charged to

the bank, except five percent of gross block.

8. Effecting any change in management, transfer of controlling interest and operating structure of our Company

including key managerial persons.

9. In the event of default in repayment or cross default, State Bank of India will have the right to appoint its

nominee on the Board of our Company to look after its interest.

260

10. Our Promoter’s shares in our Company should not be pledged to any bank, non banking financial company

or institution without prior written consent of State Bank of India.

11. In stressed situation or restructuring of debt, the regulatory guidelines provide for conversion of debt to

equity. The Bank shall have the right to convert loan to equity or other capital in accordance with the

regulatory guidelines.

12. Pre-payment charges include 2.00% of the pre-paid amount (loans prepaid out of higher cash accruals from

the project/ refinancing under 5/25 on the date of refinancing/ equity infusion by promoters/ borrowers will

not attract prepayment/ pre closure charges).

13. For non-compliance with any of the terms of sanction, the penal interest applicable is 1.00% per annum on

the entire outstanding for the period on non-compliance. In case of diversion of funds in negative covenants,

the penal interest of 2.00% per annum is applicable on the entire outstanding till such time the position is

rectified.

14. Penal interest will be charged in case of breach of any two of the three of the following financial parameters

vs-a-vis values as approved by the sanctioning authority, in the sanction note at the following rates:

Parameters Benchmark for annual testing

of financial covenant Penalty for adverse deviation

DSCR 4.96 i) Upto 5% Nil

Interest Coverage Ratio 8.34 ii) >5% and upto 10% 25 bps p.a.

FACR 2.98 iii) >10% 50 bps p.a.

15. Each of the following events will attract penal interest/ charges as applicable, at rates circulated from time

to time, over and above the normal interest applicable in the account:

(a) For the period of overdue interest/ installment in respect of Term Loans and overdrawing above the

drawing power/ limit in Fund Based Working Capital accounts on account on interest/ devolvement of

letters of credit /bank guarantee, insufficient stocks and receivables etc.,

(b) Non-submission of Audited Balance Sheet within 6 months of closure of financial year;

(c) Non-submission of review/ renewal data at least one month prior to due date; and

(d) Non-renewal of insurance policy(ies) in a timely manner or inadequate insurance cover.

B. Secured Bonds

Our Company has issued secured bonds on a private placement basis. The total amount outstanding in relation to

bonds issued by our Company as on January 31, 2017 is ` 1,230.00 million (excluding interest). The bonds are

listed on the BSE and have received a credit rating of ‘IND AA+’ grade by IndiaRatings and Research Private

Limited and ‘CARE AA+’ by Care Analysis and Research Limited. As on January 31, 2017, there has been no

redemption on the bonds. The details of the outstanding bonds issued by our Company are set forth below:

S. No. Nature of Bond Redemption

Amount

Outstanding

(excluding

interest) as on

January 31,

2017

Security

1. 8.51% Secured redeemable non-

convertible tax-free bonds of

face value of ` 1 million each

allotted on December 2, 2013

Earliest on

December 2,

2023

` 1,000.00

million

The bonds is secured by way of

equitable mortgage on the landed

property situated at Elamkulam village,

Kanayannur taluk, Ernakulam district

admeasuring 197.12 ares

2. 8.72% Secured redeemable non-

convertible tax-free bonds of

face value of ` 1 million each

allotted on March 28, 2014

Earliest on

March 28,

2029

` 230.00

million

The bonds is secured by way of

equitable mortgage on the landed

property situated at Elamkulam village,

Kanayannur taluk, Ernakulam district

admeasuring 197.12 ares

Some of the salient features of the bonds, including the events of defaults provide for the following:

261

1. Defaults in payment of any interest on the bonds and such default continuing for a period of 30 days or

interest amounting to at least ` 5,000 in arrears and unpaid for 30 days after becoming due shall amount to

an event of default.

2. Defaults in the performance of any covenants, conditions or agreements under any agreement between our

Company and/or the bond holders and/or the debenture trustees shall amount to an event of default.

3. If the information given by our Company in information memorandum, reports and other information

furnished, and the warranties given/ deemed to have been given by it to the bondholder(s)/ beneficial

owner(s) for financial assistance by way of subscription to privately placed bonds is found to be misleading

or incorrect in any material respect or warranty referred to is found to be incorrect shall amount to an event

of default.

4. Reasonable apprehension that our Company is unable to pay its debts or proceedings for taking it into

liquidation, either voluntarily or compulsorily, may be or have been commenced in respect of it shall amount

to an event of default.

5. If our Company voluntarily or involuntarily: (i) becomes subject of proceedings under any insolvency laws;

or (ii) gets dissolved or a petition of winding up has been admitted (otherwise than in pursuance of a scheme

of amalgamation or reconstruction previously approved in writing by the bond trustees and duly carried into

effect) shall amount to an event of default.

6. Our Company shall take consent in writing from the bond trustees for: (i) making any alterations in the

provisions of its Memorandum and Articles of Association in an event of default; (ii) undertaking any new

project/diversification of a project etc.; (iii) undertaking or permitting any merger, consolidation, etc.

II. Non- Fund Based Borrowing

Sr.

No

Lender

and Term

Type of Facility

and validity

Limit/

Amount

Principal

amount

availed as on

January 31,

2017

Amount

outstanding

as on

January 31,

2017

Security /

margin and

Commission

(p.a)

Purpose

1. Sanction

letter from

IndusInd

Bank dated

September

1, 2016

Letter of Credit ` 5,000

million Nil Nil Nil For procurement of

raw materials,

stores, spares etc.

Capex Letter of

Credit (Import/

Inland) (sublimit

of Letter of

Credit)

(` 2,000

million) Nil Nil Nil For import as well

as domestic

procurement of

plant, machinery

and equipment etc.

in the normal

course of business

Bank Guarantee

limit (sublimit of

Letter of Credit)

(` 1,000

million) Nil Nil Nil To issue guarantee

in course of normal

business of the

Company

Line of Credit

for short term

loans (sublimit

of Letter of

Credit)

(` 1,000

million) Nil Nil Nil For working capital

purposes and cash

flow mismatches in

course of normal

operations

Forward Cover

Limit (vanilla

forward

contracts) /

Derivative Limit

(sublimit of

Letter of Credit)

(` 5,000

million) Nil Nil Security: Nil

To hedge exchange

risk on account of

trade-related

payables/

receivables in

normal course of

business

Potential Future

Exposure: ` 1,750 million (at

the rate of 35%

for three years,

sublimit of LC

facility)

262

Sr.

No

Lender

and Term

Type of Facility

and validity

Limit/

Amount

Principal

amount

availed as on

January 31,

2017

Amount

outstanding

as on

January 31,

2017

Security /

margin and

Commission

(p.a)

Purpose

Internal mark-to-

market

threshold: ` 300 million (at

the rate of 6%)

2. Sanction

letter from

the State

Bank of

India dated

September

19, 2016

Letter of credit ` 3,500

million $ 23.26 million $ 23.26

million

Security:

documents of

title to goods,

goods covered

under letter of

credit and

extension of

charge on the

entire current

assets of our

Company

Working capital

Bank guarantee ` 1,500

million $ 3.20 million $ 3.20

million

Security:

counter

guarantee of

our Company

and extension

of charge on the

entire current

assets of our

Company

Working capital

Credit Exposure

Limit ` 60

million NIL NIL - Working capital

One-time Capex

letter of credit

(as a sublimit to

Term Loan I and

Term Loan II)

(` 8,610

million) NIL NIL Security:

documents of

title to goods,

goods covered

under letter of

credit and

extension of

securities

proposed for

Term Loan I

and Term Loan

II

Working capital

3. Sanction

letter by

IDBI Bank

Limited

dated

December

15, 2016

Letter of Credit

Sanction

validity: One

year

` 1,500

million ` 10.75 million ` 10.75

million

Nil and 0.03%

p.a. plus

service tax

Working Capital

(Import/ Inland)

Buyer’s Credit

(as inner limit to

Letter of Credit

limit)

Sanction

validity: One

year

(` 1,500

million) NIL NIL Nil and 0.03%

p.a. plus

service tax

payable upfront

Working Capital

(Import)

Bank Guarantee

(as inner limit to

Letter of Credit

limit)

Sanction

validity: One

year

(` 1,500

million) NIL NIL Security:

Counter

Guarantee and

0.03% p.a. plus

service tax

Working Capital

Treasury Limit/

LER (as inner

limit to Letter of

Credit Limit)

Term: till

(` 200

million) NIL NIL Nil For booking

forward contracts

263

Sr.

No

Lender

and Term

Type of Facility

and validity

Limit/

Amount

Principal

amount

availed as on

January 31,

2017

Amount

outstanding

as on

January 31,

2017

Security /

margin and

Commission

(p.a)

Purpose

December 1,

2017

4. Sanction

letter from

Union

Bank of

India dated

August 5,

2015

(“Sanction

Letter”)

read with

letter dated

January 10,

2017*

Line of Credit ` 3,000

million NIL NIL Security:

charge on

current asset

and 0.03% p.a.

plus service tax

payable upfront

-

Import line of

credit

` 2,000

million ` 706.64

million

` 706.64

million

Nil and 0.03%

p.a. plus

service tax

payable upfront

-

Inland line of

credit ` 1,500

million NIL NIL Nil and 0.03%

p.a. plus

service tax

payable upfront

-

Inland Letter of

Guarantee ` 2,500


p.a. plus

service tax

payable upfront

-

Letter of

Guarantee II

Foreign

` 5,500

million ` 82.67 million ` 82.67

million

Nil and 0.03%

p.a. plus

service tax

payable upfront

-

Line of Credit

for Buyer’s

credit

` 1,500


p.a. plus

service tax

payable upfront

-

5. Sanction

letter of

State Bank

of

Travancore

(“SBT”)

dated April

21, 2014**

Letter of credit

(inland/ foreign) ` 2,500

million ` 209.83

million

` 209.83

million

Charges:

0.03% p.a. plus

SWIFT charge

Purchase of raw

material

* The non-fund based limits are inter-changeable as provided in Sanction Letter.

** The sanction letter from SBT has expired. For risk in relation to the said sanction letter, see “Risk Factors –

Our planned capital expenditure may not yield the intended benefits or we may be unable to raise finances to fund

our planned capital expenditure which may negatively impact our business, financial condition and results of

operations.” on page 26.

The sanction letter from IndusInd Bank dated September 1, 2016, entails certain covenants including:

1. For forward cover limit (vanilla forward contracts) / derivative limit (sublimit of Letter of Credit), the event

of default includes the downgrade of external rating below “A”. In case of event of default, our Company

shall bring in cash margin to cover the mark-to-market/ exposures under other facilities at all times during

the currency of the contract.

2. Our Company is advised to have the facilities sanctioned herein rated by an approved external rating agency.

In case of non-compliance, IndusInd Bank reserves the right to recall the facility.

3. Common condition for all facilities sanctioned includes restriction on GoI holding in our Company falling

below 51%.

The sanction letter by IDBI Bank Limited dated December 15, 2016 entails certain covenants including:

1. For the Treasury Limit/ LER, (a) in case of default in the payment of cancellation charges/ premium, or non-

compliance with terms and conditions or breach of specific covenants, etc., an interest shall be charged at the

264

rate of 4% above benchmark prime lending rate, (b) our Company shall not make any alterations in the

controlling ownership or any other material change in management, or in the nature of our Company’s

business or operations during the subsistence of facilities, except after prior written notice to IDBI atleast one

month in advance.

2. Our Company shall not divert the facilities to inter-corporate deposits, debentures, stocks and shares, real

estate business, etc. In case of diversion to other uses, the facilities will be withdrawn forthwith and will also

attract penal interest at the rate of 2% over and above the rate charged till the repayment.

265

SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding: (i) criminal proceedings; (ii) actions by statutory/

regulatory authorities; (iii) indirect and direct tax proceedings; and (iv) other material litigations; involving our

Company and Directors. Our Board, in its meeting held on January 24, 2017, adopted a policy on identification

of group companies, material creditors and material litigations (“Materiality Policy”).

As per the Materiality Policy, for the purposes of (iv) above, all the outstanding litigation involving our Company:

(a) where the amounts involved in such litigation exceed 5% of the net profit after tax of our Company (as per the

latest audited financial statements of our Company) are to be considered as material pending litigation; (b) where

the decision in one case is likely to affect the decision in similar cases, even though the amount involved in an

individual litigation does not exceed 5% of the net profit after tax of our Company (as per the latest audited

financial statements of our Company); and (c) and other litigation which does not meet the criteria set out in (a)

and (b) above and whose adverse outcome would materially and adversely affect the operations or financial

position of our Company, have been disclosed in this Section.

Additionally, as per the Materiality Policy, for the purposes of (iv) above, all outstanding litigation involving our

Directors, an adverse outcome of which would materially and adversely affect the reputation, operations or

financial position of our Company, have been considered as material litigation and disclosed in this section.

Accordingly, the materiality threshold for (iv) above, for our Company is ̀ 137.52 million (i.e. 5% of the net profit

after tax of our Company i.e., ` 2,750.31 million, as per the audited financial statements of our Company) for

Fiscal 2016.

Further, except as stated in this section, there are no: (i) pending proceedings initiated against our Company for

economic offences; (ii) default and non - payment of statutory dues by our Company; (iii) inquiries, inspections

or investigations initiated or conducted under the Companies Act or any previous companies law in the last five

years against our Company from the date of this Draft Red Herring Prospectus; (iv) material frauds committed

against our Company in the last five years; (v) overdues to banks or financial institutions by our Company; (vi)

defaults against banks or financial institutions by our Company; (vii) fines imposed or compounding offences

against our Company; (viii) proceedings initiated against our Company for economic offences; (ix) matters

involving our Company pertaining to violation of securities law, and (x) outstanding dues to material creditors

and material small scale undertakings.

As per the Materiality Policy, outstanding dues to creditors in excess of 5% of the total trade payables as per last

audited financial statements of our Company are to be considered as material outstanding dues. Accordingly, the

threshold for material dues would be 5% of total trade payable as at September 30, 2016 i.e. 5% of ` 3,557.15

million which is ` 177.86 million. For ease of disclosure, our Board has determined the outstanding dues in excess

of ` 177.86 million to be material dues and the same has been accordingly disclosed in this section. Further, all

outstanding dues have been disclosed in a consolidated manner in this section. Details of material outstanding dues

to creditors and details of outstanding dues to small scale undertakings and other creditors are disclosed on our

website at http://cochinshipyard.com/investors.htm.

Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring

Prospectus. All terms defined in a particular litigation are for that particular litigation only.

Litigations involving our Company

I. Litigations against our Company

(a) Criminal Complaints

Nil

(b) Actions by Statutory and Regulatory Authorities

Nil

(c) Tax proceedings

Indirect Tax proceedings (consolidated)

266

S. No. Type of Indirect Tax Number of cases

Approximate amount in

dispute/ demanded (in `

million

1. Customs 3 34.43 *

2. Service Tax 19 857.28**

3. Sales Tax 28 1,374.13***

Total 50 2,265.84

* All three cases pertain to a refund claim of ` 34.43 million by our Company.

** Excludes penalty, fines and interest that have not been quantified.

*** Our Company has paid tax in certain cases in protest. The liability of our Company shall be

reduced to that extent. Further, the amount excludes ` 2.88 million of excess tax paid by our

Company in one of the matters.

Direct Tax proceedings (consolidated)

S. No. Type of Direct Tax Number of cases

Approximate amount in

dispute / demanded (in `

million)

1. Income Tax 12 607.79*

Total 12 607.79*

* The total income tax liability as per the tax authorities is ` 167.66 million.

(d) Other material pending litigations

Civil Proceedings

1. Our Company entered into a shipbuilding contract with Surrendra Overseas Limited, (presently

known as Apeejay Shipping Limited) (“Petitioner”) on November 29, 1980 for the supply of a

bulk carrier (“Contract”). The Petitioner has filed a writ petition bearing number 844 of 1991

before the High Court of Calcutta challenging the price of the ship which was fixed at ` 325.27

million in the Contract. The High Court of Calcutta vide its order dated December 15, 1995,

directed the Government of India to consider the Petitioner’s representation and dispose the same

after giving an opportunity for the Petitioner of being heard. After hearing the Petitioner on

March 26, 1996, the Ministry of Shipping passed its final order bearing number SY-11018/19/91-

MD Vol II dated June 4, 1996 rejecting the contention of the Petitioner (“MoS Award”).

Thereafter, the MoS Award was filed before the High Court of Calcutta and writ petition 844 of

1991 was dismissed. Aggrieved, the Petitioner, approached the High Court of Calcutta by writ

petition 2255 of 1996 which was dismissed by the High Court of Calcutta through order dated

August 8, 2002 on the ground of default on the part of the Petitioner, since none appeared on

behalf of them at the time when the matter was called for hearing. Further, in the simultaneous

arbitration that was being undertaken between the parties for the Contract, it was decided by the

arbitrator that since the price of the ship has been fixed by the government, it is not an issue for

arbitration. The High Court of Calcutta vide order dated August 17, 2009 recalled the order of

dismissal dated August 8, 2002 and listed the matter for hearing. This writ petition is currently

pending before the High Court of Calcutta.

2. Our Company entered into an agency agreement dated August 1, 1993 with Vigil Marine

Services (“Claimant”) whereby the Claimant agreed to safeguard the interest of our Company

and render all services required to market the products of our Company in the countries in the

Middle East through inquiries, tenders, etc. issued by government and oil companies (“Agency

Agreement”). The Claimant claimed that it is through their services that our Company was

awarded few critical contracts such as the contract with National Petroleum Construction

Company, Abu Dhabi, A.A. Turki Corporation, Saudi Arabia (“ATCO”), etc. The dispute arose

between the parties on the ground of wrongful termination of the Agency Agreement as well as

in relation to certain brokerage claims made by the Claimant. The parties commenced arbitration

proceedings pursuant to the arbitration clause in the Agency Agreement after its termination.

The arbitral tribunal passed an award dated November 24, 2015 directing our Company to pay

a commission at the rate of 5% of US$ 18.25 million along with interest at 8% per annum, being

the ATCO contract value from the date of receipt of the said amount by our Company of US$

18.25 million till payment is made to the Claimant (“Arbitral Award”). Thereafter, the

arbitrator, vide an order dated January 12, 2016, dismissed the claim made by the Claimant for

issuing further directions under section(s) 33(1) or 33(4) of the Arbitration and Conciliation

267

Act, 1996. Aggrieved by the Arbitral Award, our Company has filed a petition in the court of

Additional District Judge V, Ernakulam (“Civil Court”) bearing number O.P. (arbitration) 187

of 2016 for stay on the execution of the Arbitral Award. The Civil Court, vide order dated

February 26, 2016 in I.A. 831 of 2016 in O.P. (arbitration) 187 of 2016 granted stay on the

execution of the Arbitral Award till the disposal of O.P. (arbitration) 187 of 2016. This matter

is currently pending before the Civil Court.

3. Mr. Sebastian (“Complainant”), has filed a writ petition before the High Court of Kerala

against our Company, the Chairman and Managing Director (as a performa party) of our

Company alleging favouritism in the manner of awarding contracts. The Complainant has

prayed for issuance of writ of mandamus or other appropriate writ directions or orders directing

the Central Vigilance Commission to take appropriate legal action as per the Central Vigilance

Commission Act, 2003. The matter is currently pending.

4. Certain contractors/ sub-contractors of our Company (“Petitioners”) have filed 33 writ petitions

before the High Court of Kerala at Ernakulam against the Union of India, assessing authority,

our Company and other parties in relation to the collection of service tax. Our Company collects

central excise duty/ service tax from the contractors/ sub-contractors for each of its vessel and

pays service tax on the total consideration to the taxing authority. However, the assessing

authorities have issued show-cause notices to the Petitioners inter alia for non-payment of

service tax. The Petitioners have filed the writ petition to inter alia direct the assessing

authorities to consider the claims of the Petitioners and in the event that the Petitioners are found

liable to pay service tax, direct our Company vide writ of mandamus or any other appropriate

writ, direction or order, to release the amount withheld by our Company from the Petitioners

for the payment of the taxes. Our Company has interalia claimed that the payment or non-

payment of tax by the Petitioners would not vary the total collection that could be legally

collected on the activity undertaken in the shipyard. These writ petitions are currently pending.

II. Litigations by our Company


Nil

(b) Other material pending litigations

Civil Proceedings

1. Our Company entered into a shipbuilding contract with Surrendra Overseas Limited, (presently

known as Apeejay Shipping Limited) (“Petitioner”) on November 29, 1980 for the supply of a bulk

carrier (“Contract”). The dispute was in relation to the price clause in the agreement as well as in

relation to the delivery timing of the vessel built by our Company for the Petitioner. The dispute

arose between the parties and as per the provisions of the Contract, the matter was referred for

arbitration. Our Company filed a claim for ` 87.00 million. The Petitioner filed a counter claim of `

240.34 million. The arbitrator passed the award for ̀ 80.7 million on December 21, 1992 (“Award”)

in favour of our Company. The Award was challenged by the Petitioner before the sub-court,

Ernakulam (“Civil Court”) as petitioner bearing number O.P. (arbitration) 43 of 1993. Our

Company filed a petition bearing number O.P. (arbitration) 7 of 1993 for passing the decree in terms

of the Award. The Civil Court, vide common order dated October 13, 1997, set aside the Award and

dismissed the application to pass a decree in terms of the Award (“Civil Court Judgement”).

Aggrieved by the Civil Court Judgement, the Petitioner filed a petition bearing number M.F.A. 192

of 1998 and C.R.P. 957 of 1998 before the High Court of Kerala (“High Court”). The High Court,

vide a common judgement dated October 11, 2001, set aside the decision and order of the Civil Court

and appointed a new arbitrator in the matter (“High Court Order”). Our Company filed a special

leave petition bearing number 1854 and 1855 of 2002 before the Supreme Court of India (“Supreme

Court”). The special leave petition was allowed and the matter was heard as civil appeal bearing

number 7096 and 7097 of 2002. The Supreme Court upheld the High Court Order. The arbitrator

passed an award on July 15, 2009 in favour of our Company (“Award-II”). The Award-II envisages

an amount of ` 81.83 million plus a flat rate of 12.5% interest amounting to ` 198.54 million for the

sum from the date of claim totalling to ` 280.36 million to be paid to our Company. This Award-II

was filed before the High Court. The High Court, vide order dated August 11, 2009, held that the

Award-II be filed before the Civil Court. Our Company prayed before the Civil Court for passing

the decree under section 17 of the Arbitration and Conciliation Act, 1940 in terms of the Award-II

268

and the Petitioner filed a petition bearing number O.P. (arbitration) 30 of 2009 under section(s) 30

and 33 of the Arbitration and Conciliation Act, 1940 to set aside the Award-II. During the pendency

of this petition before the Civil Court, the Petitioner filed an application bearing number I.A. 5625

of 2011 to seek permission to examine the arbitrator and the general manager of the Petitioner’s

company as witnesses. The Civil Court, vide order dated December 23, 2011, rejected the application

holding that there was no justification to examine the arbitrator (“Order-II”). The Petitioner filed a

writ petition bearing number 482 of 2013 before the High Court which concurred with the view

expressed by the Civil Court vide its order dated August 11, 2014. However, the High Court granted

liberty to the Petitioner to produce other available evidence to substantiate its claim and specifically

permitted examination of its employees as witness in the proceeding. Thereafter, in relation to O.P.

(Arbitration) 30 of 2009 pending before the Civil Court, the Supreme Court vide its order dated

December 15, 2014 in the special leave appeal (civil) 34309 of 2014 granted stay on further

proceedings. Further our Company filed an appeal before the Supreme Court questioning the legal

tenability of the order passed by the High Court on August 11, 2014. The Supreme Court vide its

judgement on civil appeal number 9187 of 2015 dated November 6, 2015 held that no witness

examination is permissible, within the parameters of Sections 30 and 33 of the Arbitration Act, 1940

to prove a legal misconduct on the part of the arbitrator. The Supreme Court granted the permission

to the Petitioner to examine any witness in court. This matter is currently pending before the sub-

court, Ernakulam.

2. Our Company filed a petition bearing number O.S. 124 of 2013 against Superwaudite Jointings

Private Limited, Ahmedabad (“Respondent”) before the Subordinate District Judge Court,

Ernakulam (“Civil Court”) on January 30, 2013 in relation to the purchase orders placed with the

Respondent. Our Company placed the purchase orders for asbestos free gaskets for its vessels. The

Respondent confirmed that the gaskets it had supplied to our Company were asbestos-free. However,

it was later reported and certified that the gaskets contained asbestos content. Consequently, our

Company was compelled to settle the claims raised by the owners of the vessels, i.e. the companies

owned by the Vroon group. Our Company has claimed ` 140.46 million with future interest from

the Respondent for the loss and damages sustained by us (“Petition”). The Respondent filed a

written statement on September 21, 2013 wherein it denied supplying gaskets with asbestos content

to our Company. It further stated that our Company failed to raise any claim in relation to the quality

of the gaskets during the twelve month guarantee period. Thereafter, our Company filed a petition

bearing number O.P. (C) 693 of 2015 before the High Court of Kerala at Ernakulam (High Court”)

for seeking directions to the Civil Court to accept our witness list for examination. The High Court,

vide its order dated August 7, 2015, directed the Civil Court to permit our Company to take steps for

availing the presence of the witnesses for examination. This matter is currently pending before the

Civil Court.

III. Outstanding dues to small scale undertakings and other creditors by our Company

As on September 30, 2016, our Company has 1,374 creditors. Based on the Materiality Policy adopted

by our Board, the threshold for material dues is 5% of total trade payable as at September 30, 2016, i.e.

5% of ` 3,557.15 million which is ` 177.86 million. Details of the dues owed to creditors are given

below:

Sr.

No. Name of the creditor

Amount Outstanding

(in ` million)

1. Bharat Electronics Limited 580.74

2. Dredging Corporation of India 468.13

3. Bharat Heavy Electricals Limited 379.94

Total 1,428.81

The details pertaining to net outstanding dues towards creditors are available on the website of our

Company at http://cochinshipyard.com/investors.htm. It is clarified that such details available on our

website do not form a part of this Draft Red Herring Prospectus. Anyone placing reliance on any other

source of information, including our Company’s website www.cochinshipyard.com or

http://cochinshipyard.com/investors.htm would be doing so at their own risk.

269

IV. Details of default and non - payment of statutory dues by our Company.

For details of non-payment of statutory dues by our Company, refer to “Management discussion and

analysis of financial condition and results of operations – Details of default, if any, including therein

the amount involved, duration of default and present status, in repayment of statutory dues or repayment

of debentures or repayment of deposits or repayment of loans from any bank or financial institution”

on page 254.

V. Details of pending litigation involving any other person whose outcome could have material

adverse effect on the position of our Company

The below mentioned summary has been prepared from publicly available information including press

releases, orders available on the website of the Supreme Court of India. The information has not been

independently verified by our Company, the Selling Shareholder, the Book Running Lead Managers, or

any of the advisors of our Company, the Selling Shareholder, the Book Running Lead Managers or their

respective affiliates and neither our Company nor the Selling Shareholder nor any of the Book Running

Lead Managers makes any representation as to its accuracy or completeness.

Goa Foundation (“Petitioner”) filed a public interest litigation (writ petition bearing number 460 of

2004), against the Union of India before the Supreme Court of India (the “Court”) in relation to

operation of certain units which had not obtained prior environmental clearance in contravention of a

Central Government notification dated January 27, 1994. The Court, pursuant to an order dated February

21, 2005, directed the Central Government to issue requisite orders for the closure of all defaulting units

continuing in violation of environmental laws. Accordingly, the Central Government issued an order

dated March 2, 2005, directing the defaulting units to be closed down. The March 2, 2005 order was

subsequently stayed by the Court pursuant to an order dated March 11, 2005 since some of the

applications for the grant of environmental clearance were pending with the Ministry of Environment

and Forests (“MoEF”). The MoEF subsequently assisted the Court in identification of defaulting units

which were subsequently closed pursuant to an order dated May 11, 2005. The May 11, 2005 order did

not apply to certain coal mines, units which had obtained a valid environmental clearance and units

whose environmental clearance were being deliberated by the MoEF. The Petitioner had subsequently

contended that the MoEF while granting environmental clearances to units situated in close proximity

to wildlife sanctuaries had not considered a decision dated January 21, 2002 of the Indian Board of

Wildlife, to notify the areas within 10 kilometres of the boundaries of national parks and sanctuaries as

eco-sensitive zones (the “IBW Decision”). The MoEF in its response stated that subsequent to the IBW

Decision, the MoEF had requested all Chief Wildlife Wardens of all States and Union Territories for

initiating measures for identification of suitable areas and submit detailed proposals at the earliest per

the IBW Decision. The MoEF further stated that some of the states had raised a concern that most of

the human habitation and other areas including important cities in these states would come under the

purview of eco-sensitive zones and would adversely affect development. The National Board for

Wildlife in its meeting held on March 17, 2005 had decided that “delineation of eco-sensitive areas

would have to be site specific and relate to regulation, rather than prohibition, of specific activities.”

The MoEF had also sent a letter dated May 27, 2005 to all the Chief Wildlife Wardens to initiate suitable

measures for the identification of the suitable areas and submit detailed proposals. The Court thereafter,

pursuant to its order dated December 4, 2006, directed the MoEF to give a final opportunity to the States

/ Union Territories to respond to the letter dated May 27, 2005 within four weeks failing which the

Court would implement the IBW Decision. The Court further directed that in all cases where

environmental clearances were granted for activities within the 10 kilometres zone such cases be

referred to the standing committee of the National Board for Wildlife. The Court further stated that the

letter dated May 27, 2005 is a departure from decision taken on January 21, 2002 and that this departure

is being considered in another case. The MoEF had subsequently filed an affidavit on the proposals

received by it from the various states. The MoEF has also released guidelines for declaration of eco-

sensitive zones around national parks and wildlife sanctuaries on February 9, 2011. The matter is

currently pending. For further details see “Risk Factors – The environmental clearance for our new Dry

Dock is subject to the final order in the matter of Goa Foundation vs Union of India and amongst others,

the prior clearance of the Standing Committee of the National Board for Wildlife.” on page 20.

VI. Material fraud committed against our Company in the last five years and actions taken by our

Company in this regard

There has been no material fraud committed against our Company in the last five years, except as given

below:

270

During the financial year 2013-14, a case of fraud committed against the Company in relation to

tampering of certain e-tickets by the Company’s travel agents was noted. The financial implication of

the case amounted to Rs.0.19 Million (as quantified by M/s Babu A Kallivayalil & Co., Chartered

Accountants, the statutory auditor of the Company for the year ended March 31, 2014).

VII. Pending proceedings initiated against our Company for economic offences

Nil

VIII. Inquiries, investigations etc. instituted under the Companies Act in the last five years against our

Company

The office of Registrar of Companies, Kerala, Ministry of Corporate Affairs issued a show-cause notice

dated July 14, 2015 for violation of section 149(1) of the Companies Act 2013 (“Act”) and read with

Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 for non-

appointment of a woman director on our Board (“SCN”). Our Company, vide reply dated July 30, 2015

to the SCN, stated that as per article 21(a) of our Articles of Association, the Directors of our Company

are appointed by President of India and that appointment of a director including a woman director is

beyond the powers of the Board. The Ministry of Shipping, Government of India, vide letter dated

March 21, 2016, appointed Ms. Roopa Shekhar Rai as a director on our Board.

IX. Material Developments

There are no material developments post September 30, 2016. For details of significant developments

post September 30, 2016, see “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” on page 236.

X. Details of fines imposed or compounding of offences under the Companies Act in the last five

years immediately preceding the year of this Draft Red Herring Prospectus

Nil

XI. Litigations involving our Directors

(i) Litigations against our Directors


Nil

(b) Other litigations

Our directors have not been made party to in any litigation in their personal capacity. However,

they have been made performa party in some of the matters instituted against our Company. For

details where the Chairman and Managing Director of our Company is named as performa party,

see “Litigations against our Company – Other material pending litigations.” on page 266.

(ii) Litigations by our Directors

Nil

271

GOVERNMENT AND OTHER APPROVALS

In view of the approvals listed below, our Company can undertake the Issue and our Company can undertake its

current business activities, and no further major approvals from any governmental or regulatory authority are

required to undertake the Issue or continue the business activities of our Company. Unless otherwise stated, these

approvals are valid as of the date of this Draft Red Herring Prospectus. Certain approvals may have lapsed in

their normal course and our Company has either made applications to the appropriate authorities for renewal of

such licenses and/or approvals or are in the process of making such applications. For details in connection with

the regulatory and legal framework within which we operate, see “Regulations and Policies” on page 129.

1. Incorporation Details

Certificate of Incorporation dated March 29, 1972 issued to our Company by the RoC.

Change of status to deemed public company under section 43A (1)/ 43A (1A)/ 43A (1B) of the

Companies Act, 1956 with effect from July 1, 1982.

Change of status to private company with effect from July 16, 1985 as per the notification number G.S.R.

577(E) dated July 16, 1985.

Change of status to public company on November 8, 2016 and a fresh certificate of incorporation

consequent upon conversion to public limited company was issued by the Registrar of Companies, Kerala

at Ernakulam.

2. Approvals in relation to the Issue

Our Board has, by way of resolution dated December 22, 2015, approved the Issue.

Our Shareholders have, pursuant to a resolution passed at the AGM held on September 20, 2016 approved

the Issue.

The President of India, acting through the Ministry of Shipping, Government of India has approved the

Offer for Sale of 11,328,000 equity shares of our Company vide its letter bearing file number SY-

12021/1/2007-CSL Vol. V dated December 6, 2016.

The President of India, acting through the Ministry of Shipping, Government of India has consented to

include its shareholding of upto 27,187,200 Equity Shares representing 20% of the post Issue paid-up

Equity Share capital as minimum promoter’s contribution to the Issue, which shall be considered for lock-

in for a period of three years from the date of allotment of Equity Shares in the Issue vide its authorisation

certificate numbered File No. SY-12021/1/2007-CSL Vol. V dated December 6, 2016.

3. In Principle Approvals from Stock Exchanges

Our Company received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares

pursuant to letters dated [●] and [●], respectively.

4. Material approvals for our business and operations

We require various approvals and/or licences under various rules and regulations to operate our business in

India. We have obtained the necessary permits, licences and approvals from the appropriate regulatory

and governing authorities required to operate our business.

The material approvals required by our Company to conduct its operations are set out below:

a) Environmental Licence

Sr.

No.

Name/description of

licence/approval Issuing authority

Date of

issue/renewal

Date of

expiry, if

specified

1. Integrated Consent to Operate Kerala State Pollution

Control Board

(“KSPCB”)

January 20,

2016 June 30, 2018

272

b) Industry Related Licences

Sr.

No.

Name/description of


Date of

issue/renewal

Date of

expiry, if

specified

1. Licence for possession and

operation of radiography

exposure device(s) for industrial

radiography under the Atomic

Energy Act, 1962

Chairman, Atomic Energy

Regulatory Board,

Government of India

August 18, 2015 August 18,

2018

2. Approval for electrical

installations under regulation 43

of the Central Electricity

Authority (Measures relating to

Safety and Electric Supply)

Regulations, 2010 in relation to

roof top solar systems at various

buildings of our Company

Regional Inspectorial

Organisation (South),

Central Electricity

Authority

February 1,

2016 -

3. Industrial licence under the

Industries (Development and

Regulation) Act, 1951 for the

manufacture of building of

passenger ships, oil tankers, etc.

falling under scheduled industry

numbered 7(2)

Department of Industrial

Development, Ministry of

Industry, Government of

India

May 27, 1988 -

4. Licence to store petroleum in

tank/s in connection with pump

outfit for fuelling motor

conveyances under the Petroleum

Act, 1934

Office of Deputy Chief

Controller of Explosives,

Government of India

April 5, 1997 December 31,

2022

5. Licence to import and store

petroleum in an installation under

the Petroleum Act, 1934



Government of India

April 6, 2015 December 31,

2017

6. Licence to import and store

petroleum in an installation under

the Petroleum Act, 1934



Government of India

January 12,

2016 December 31,

2018

7. Licence to store compressed gas

in pressure vessel or vessels

under the Indian Explosives Act,

1884 and the rules made

thereunder



Government of India

August 22, 2014 March 31,

2017

8. Renewal certificate for Fixed

(FM B/C), Fixed (CR B/C), Fixed

Land Mobile, Handheld Maritime

Mobile, Aero mobile/

Experimental Demonstration

Radio Control of Model Licence

number FL-585/1-10

Wireless Planning and

Coordination Wing,

Ministry of

Communications and

Information Technology,

Government of India

April 4, 2016 March 31,

2017







number FL-1277/1-31


Coordination Wing,

Ministry of

Communications and


Government of India

August 17, 2016 May 31, 2017







Coordination Wing,

Ministry of

Communications and


June 20, 2016 May 31, 2017

273

Sr.

No.

Name/description of


Date of

issue/renewal

Date of

expiry, if

specified


number FL-1278/1-10 Government of India







number FL-1531/1-47


Coordination Wing,

Ministry of

Communications and


Government of India

August 17, 2016 July 31, 2017

12. Licence under the Food Safety

and Standards Act, 2006 Food Safety and Standards

Authority of India,

Government of India

November 23,

2012 March 31,

2017

13. Licence under the Factories Act,

1948 and Kerala Factories Rules,

1957

Department of Factories

and Boilers, Government

of Kerala

January 11,

2017

December 31,

2017

14. Our Company is in receipt of the certificate of verification for stamping weights and measures under

the Standards of Weights and Measures (Enforcement) Act, 1985 issued by the Office of the

Controller of Legal Metrology, Kerala in relation to various weights and measures. These weights

and measures are periodically verified by the concerned agency.

c) Employment Related Licences

Sr.

No.

Name/description of


Date of

issue/renewal

Date of

expiry, if

specified

1. Certificate of registration under

Inter-State Migrant Workmen

(Regulation of Employment and

Conditions of Service) Act, 1979

Office of the Assistant

Labour Commissioner

(Central), Ministry of

Labour and Employment,

Government of India

December 9,

2016 -


Contract Labour (Regulation and

Abolition) Act, 1970

Office of the Assistant

Labour Commissioner

(Central), Ministry of


Government of India

December 9,

2016 -

3. Certificate under Employees’

Provident Fund and

Miscellaneous Provisions act,

1952

Employees Provident Fund

Organisation, Ministry of


Government of India

June 14, 2013 -

4. Certificate under Employees’

State Insurance Act, 1948 Employees State Insurance

Corporation, Ministry of


Government of India

June 14, 2013 -

In addition to the above, we have also obtained the certified copy of the Standing Orders as certified by the

Chief Labour Commissioner (Central) and Appellate Authority under the Industrial Employment (Standing

Orders) Act 1946.

d) Tax Related Approvals

Sr.

No.

Name/description of


Date of

issue/renewal

Date of

expiry, if

specified


the Kerala Value Added Tax

Rules, 2005

Kerala Commercial Taxes

Department, Circle II,

Ernakulam

April 27, 2016 March 31,

2017

2. Certificate of registration under Central Board of Excise April 19, 2013 -

274

Sr.

No.

Name/description of


Date of

issue/renewal

Date of

expiry, if

specified

the Service Tax Rules, 1994 and Customs, Ministry of

Finance- Department of

Revenue

3. Excise Control Code number Officer of Deputy


Excise, Ernakulam II

Division, Kochi

April 1, 2000 -

4. PAN number under the Income

Tax Act, 1961 Commissioner of Income

Tax, Cochin March 29, 1972 -

5. The Tax Deduction Account number of our Company is CHNC00784A

e) Foreign Trade Related Approvals

Sr.

No.

Name/description of


Date of

issue/renewal

Date of

expiry, if

specified

1. Import Export Code certificate Office of Joint Director

General of Foreign Trade,

Ministry of Commerce,

Government of India

June 30, 1988 -

2. Licence for private bonded

warehouse under the Customs

Act, 1962

Office of Commissioner of

Customs, Government of

India

May 17, 1978 -

f) Approvals in relation to the development of ISRF project at Cochin Port Trust, Willingdon

Island, Kochi

Approvals Received

Sr.

No.

Name/description of


Date of

issue/renewal

Date of

expiry, if

specified

1. Approval of the proposal for the

development of ISRF at Cochin

Port Trust premises by our

Company vide its letter

numbered F. No. SY-

13013/3/2014-CSL

The Government of India,

acting through the

Ministry of Shipping

May 19, 2016 -

2. Consent to establish issued

under the Water (Prevention and

Control of Pollution) Act, 1974,

the Air (Prevention and Control

of Pollution) Act, 1981 and the

Environment (Protection) Act,

1986

Kerala State Pollution

Control Board April 6, 2016 May 31, 2018

3. Approval for electrical

installations under the Central

Electricity Authority (Measures

relating to Safety and Electric

Supply) Regulations, 2010 for

installation of 2000 KVA,

11kV/433V Transformer, 630

KVA, 433/380V

Autotransformer, 11kV VCB

panel and connecting cables for

ISRF

Deputy Director, Central

Electricity Authority February 1, 2016 -

4. Licence under the Factories Act,

1948 and Kerala Factories

Department of Factories

and Boilers, Government

December 27,

2016

December

31, 2017

275

Sr.

No.

Name/description of


Date of

issue/renewal

Date of

expiry, if

specified

Rules, 1957 of Kerala

5. Factory Approval Plan Order

issued under Factories Act,

1948 and Rule 3 of Kerala

Factories Rule 1951 vide order

no. T3/909/2017/F&B/R.Dis.

Office of the Director of

Factories and Boilers,

Thiruvananthapuram

February 7, 2017 February 6,

2018

Pending Approvals

We have made applications for some of the registrations and approvals to be obtained by our Company in

relation to which are set out below:

(i) Application for Coastal Regulation Zone (“CRZ”) clearance as per CRZ notification made to Kochi

municipal corporation dated April 29, 2015

(ii) Application to national board for wildlife clearance, Ministry of Environment, Forest and Climate

Change (“MOEFCC”) (Wildlife Division) dated June 24, 2016

(iii) Application for stage I forest clearance made under section 2 of the Forest (Conservation) Act, 1980

for diversion of forest area dated June 24, 2016

(iv) Application submitted along with environmental impact assessment report to MOEFCC for

environmental clearance dated September 29, 2015

g) Approvals in relation to construction of Dry Dock in our Company’s premises

Approvals Received

Sr.

No.

Name/description of


Date of

issue/renewal

Date of

expiry, if

specified

1. Approval of the proposal for

construction of Dry Dock project in

our Company’s premises vide letter

numbered SY-13013/3/2014-CSL

The Government of India,

acting through the Ministry of

Shipping

August 5,

2016 -

2. Environmental clearance and CRZ

clearance numbered File No. 10-

9/2015-IA III for the Dry Dock*

MOEFCC November 9,

2016 -

3. Factory plan approval order

numbered T3-

9971/2016/F&B/R.Dis

Department of Factories and

Boilers, Thiruvananthapuram October 28,

2016 October 27,

2017

4. Consent to establish under the

Water (Prevention and control of

pollution) Act, 1974, the Air

(Prevention and control of

pollution) Act, 1981 and the

Environment (Protection) Act,

1986

Kerala State Pollution Control

Board

December 19,

2016

May 17, 2019

5. No objection letter for construction

of Dry Dock and installation of

cranes subject to certain conditions

Ministry of Defence,

Government of India

December 20,

2016

-

* The DD DPR mentions certain risks applicable to our Company in relation to setting up of the Dry Dock. For further details on certain

risks disclosed in the DD DPR, see “Risk Factors – We cannot assure you that our proposed Dry Dock or International Ship Repair Facility will become operational as scheduled, or at all, or operate as efficiently as planned. If we are unable to commission our new

proposed dry dock or the new ship repair facility in a timely manner or without cost overruns, our business, results of operations and

financial condition may be adversely affected.” on page 18. Also refer to “Outstanding Litigation and Other Material Development – Details of pending litigation involving any other person whose outcome could have material adverse effect on the position of our

Company.” on page 269.

Pending Approvals

We have made applications for some of the registrations and approvals to be obtained by our Company in

relation to which are set out below:

276

1. Application to national board for wildlife clearance, MOEFCC (Wildlife Division) dated October 26,

2015.

2. Application to Central Ground Water Board, Thiruvananthapuram dated November 22, 2016.

h) Pending trademarks

Our Company has applied for the following trademarks, which are currently pending for registration:

S. no. Trademark Application Number

Class

1. Cochin Shipyard Limited (Word)* 2530907 37

2. Marine Engineering Training Institute (M.E.T.I)

(Device)*

2530910 41

3. Shipbuilders And Ship Repairers (with device) (Device)* 2530909 41

4. CSL (Device) 2530908 37 *The trademark applications in respect of these trademarkss have been objected to by certain third parties.

277

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

Our Board of Directors has approved the Issue pursuant to a resolution passed at their meeting held on December

22, 2015 and our shareholders have approved the Issue pursuant to a resolution passed at the AGM held on

September 20, 2016.

The Offer for Sale has been authorised by the Selling Shareholder, by its letter bearing file number SY-

12021/1/2007–CSL Vol IV dated November 23, 2015. The President of India, acting through the Ministry of

Shipping, Government of India has approved the Offer for Sale of 11,328,000 equity shares of our Company vide

its letter bearing file number SY-12021/1/2007-CSL Vol. V dated December 6, 2016.

The Selling Shareholder has confirmed that they have held the Equity Shares proposed to be offered and sold in

the Issue for at least one year prior to the date of filing the Draft Red Herring Prospectus and the Equity Shares

proposed to be offered and sold by them shall not be sold or transferred, charged, pledged or otherwise

encumbered.

Prohibition by SEBI or other Governmental Authorities

Our Company, our Directors, our Promoter, persons in control of our Company, have not been prohibited from

accessing capital market for any reason by SEBI or any other authorities in India.

Our Promoter, our Directors, persons in control of our Company were not, or also are not, a promoter or a director

or persons in control of any other company which is debarred from accessing the capital market under any order

or directions made by SEBI.

None of our Directors are associated in any manner with the securities market, including securities market related

business, and there has been no action taken by SEBI against our Directors or any entity in which any of our

Directors are involved as a promoter or director.

Prohibition with respect to wilful defaulters

Neither our Company, nor our Promoter or Directors have been identified as a wilful defaulter by any bank or

financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the

RBI. Further, there are no violations of securities laws committed by them in the past or are pending against them.

Eligibility for the Issue

Our Company is eligible for the Issue in accordance with the regulation 26(1) of the SEBI ICDR Regulations as

explained under the eligibility criteria calculated in accordance with the restated financial statements prepared in

accordance with sub clause (i) (ii) and (iii) of clause (b) of sub section (1) of section 26 of Chapter III of the

Companies Act, 2013 read with Rule 4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014

and the SEBI ICDR Regulations:

Our Company has net tangible assets of at least ` 30 million in each of the preceding three full years (of 12

months each), of which not more than 50.00% are held in monetary assets (refer point 2 below the table in

relation to the explanation for monitory assets);

Our Company has a minimum average pre-tax operating profit of ` 150 million, calculated on a restated basis,

during the three most profitable years out of the immediately preceding five years;

Our Company has a pre-Issue net worth of at least ` 10 million in each of the three preceding full years (of

12 months each);

The aggregate of the proposed Issue and all previous issues made in the same Fiscal in terms of the Issue size

is not expected to exceed five times the pre- Issue net worth of our Company as per the audited balance sheet

of the preceding Fiscal; and

Our Company has not changed its name in the last year.

Our Company’s net tangible assets, pre-tax operating profit and net worth derived from our restated financial

statements are set forth below:

278

(in ` million)

Particulars

For the half year

ended September

30, 2016

As at March 31,

2016 2015 2014 2013 2012

Net tangible assets, as restated 36,227.69 34,286.47 29,376.63 29,186.67 24,023.23 26,093.41

Monetary assets (including firm

commitments) 19,180.82 20,649.33 14,194.47 5,564.31 7,039.65 9,088.97

Firm commitments to utilize

towards business / project 3,815.44 4,169.73 4,337.72 238.94 2,386.69 3,876.77

Monetary Assets, as restated, less

firm commitments 15,365.38 16,479.60 9,856.75 5,325.37 4,652.96 5,212.20

Monetary Assets, as restated, as a

percentage of Net Tangible Assets 52.95% 60.23% 48.32% 19.06% 29.30% 34.83%

Monetary Assets, as restated, (net

of Firm Commitments) as a

percentage of Net Tangible Assets

42.41% 48.06% 33.55% 18.25% 19.37% 19.98%

Pre-tax Operating Profit, as

restated 2,155.38 3,479.43 531.70 3,927.04 3,338.78 1,757.93

Net Worth, as restated 19,046.79 17,205.10 15,386.30 14,900.81 12,239.26 10,174.20

1. ‘Net Tangible Assets’ has been defined as the sum of all net assets of our Company, excluding intangible assets as defined

in Accounting Standard 26 (AS 26) issued by the Institute of Chartered Accountants of India. (i.e., Total Assets- Intangible

Assets).

2. Monetary Assets’ constitute cash and bank balances including the deposits accounts but excluding interest accrued thereon

and balance with banks held against firm commitments as follows:

(a) Balance in current account received from Principal Controller of Defence Account (Indian Navy) under the contract for

construction of Indigenous Aircraft Carrier and held in separate bank accounts and which shall be utilized for

expenditure and authorized stage payments.

(b) Fixed Deposit with banks to the extent ear marked for utilization towards ISRF project was also held under firm

commitment and excluded from monetary assets during the relevant years (i.e. year ended March 31, 2015 and

March 31, 2014). During the year 2015-16, an amount of ` 79.49 million earmarked towards ISRF was

utilized fully. The proceeds received on issue of 8.72% Tax Free Secured Redeemable Non-convertible

bonds amounting to ` 79.49 million was held as term deposit with a Nationalised bank as on March 31,

2016 (maturity on June 27, 2016 with an interest of 8.25% p.a). The Company had utilized its own funds

instead of withdrawing/pre-closing the fixed deposit considering that the fixed deposit had not matured.

3. ‘Pre – tax Operating Profits’ has been calculated as net profit before the aggregate of tax, extra-ordinary items, finance

costs and other income.

4. ‘Net Worth’ has been defined as the aggregate of the paid-up share capital (equity share capital and preference share

capital), share premium account, and reserves and surplus (excluding revaluation reserve) as reduced by the aggregate

of miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account,

if any.

In accordance with regulation 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the number

of prospective Allottees to whom the Equity Shares will be allotted under the Issue shall not be less than 1,000

otherwise the entire application money will be refunded. If such money is not repaid within the time prescribed

under the Applicable Laws, our Company and the Selling Shareholder shall be liable to pay interest on the

application money in accordance with the Applicable Laws.

Disclaimer Clause of SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING

PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE

SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY

RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE

PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS

OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING

PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING SBI CAPITAL MARKETS

LIMITED, EDELWEISS FINANCIAL SERVICES LIMITED AND JM FINANCIAL INSTITUTIONAL

SECURITIES LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED

279

HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI

(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR

THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN

INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT

INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, AND THE SELLING

SHAREHOLDER WILL BE RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY

CONFIRMED OR UNDERTAKEN BY THEM IN THIS DRAFT RED HERRING PROSPECTUS IN

RELATION TO ITSELF FOR THE PORTION OF THE EQUITY SHARES OFFERED BY WAY OF

THE OFFER OF SALE, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE

DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING SHAREHOLDER

DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS

PURPOSE, THE BOOK RUNNING LEAD MANAGERS HAVE FURNISHED TO SEBI, A DUE

DILIGENCE CERTIFICATE DATED MARCH 23, 2017 WHICH READS AS FOLLOWS:

WE, THE BOOK RUNNING LEAD MANAGERS TO THE ISSUE, STATE AND CONFIRM AS

FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH

COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE

FINALISATION OF THIS DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID

ISSUE.

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY,

ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT

VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE,

PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS

FURNISHED BY THE COMPANY, WE CONFIRM THAT:

A. THIS DRAFT RED HERRING PROSPECTUS FILED WITH SECURITIES AND

EXCHANGE BOARD OF INDIA (“SEBI”) IS IN CONFORMITY WITH THE

DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

B. ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE

REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED / ISSUED BY SEBI,

THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN

THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

C. THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE TRUE,

FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED

DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH

DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE

COMPANIES ACT, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF

CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER

APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THIS

DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL

DATE SUCH REGISTRATION IS VALID.

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS

TO FULFIL THEIR UNDERWRITING COMMITMENTS - NOTED FOR COMPLIANCE.

5. WE CERTIFY THAT WRITTEN CONSENTS FROM THE PROMOTER HAS BEEN OBTAINED

FOR INCLUSION OF ITS EQUITY SHARES AS PART OF PROMOTER’S CONTRIBUTION

SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OF THE

PROMOTER’S CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD

/ TRANSFERRED BY THE PROMOTER DURING THE PERIOD STARTING FROM THE

DATE OF FILING THIS DRAFT RED HERRING PROSPECTUS WITH SEBI TILL THE DATE

OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THIS DRAFT RED HERRING

PROSPECTUS.

280

6. WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF

INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009,

WHICH RELATES TO EQUITY SHARES INELIGIBLE FOR COMPUTATION OF

PROMOTER’S CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE

DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE

IN THIS DRAFT RED HERRING PROSPECTUS - COMPLIED WITH AND NOTED FOR

COMPLIANCE.

7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND

(D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE

BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT

ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTER’S CONTRIBUTION

SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE

UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY

SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN

MADE TO ENSURE THAT PROMOTER’S CONTRIBUTION SHALL BE KEPT IN AN

ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE

RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE –

NOT APPLICABLE.

8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE

FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’

LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER

CHARTER OF THE COMPANY AND THAT THE ACTIVITIES WHICH HAVE BEEN

CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS

MEMORANDUM OF ASSOCIATION – COMPLIED WITH.

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE

THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE

BANK ACCOUNT AS PER THE PROVISIONS SUB-SECTION (3) OF SECTION 40 OF THE

COMPANIES ACT, 2013 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID

BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES

MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT

ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE, THE COMPANY AND THE

SELLING SHAREHOLDER SPECIFICALLY CONTAINS THIS CONDITION – NOTED FOR

COMPLIANCE. ALL MONIES RECEIVED OUT OF THE ISSUE SHALL BE

CREDITED/TRANSFERRED TO A SEPARATE BANK ACCOUNT AS REFERRED TO IN SUB-

SECTION (3) OF SECTION 40 OF THE COMPANIES ACT, 2013.

10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THIS DRAFT RED HERRING

PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE

SHARES IN DEMAT OR PHYSICAL MODE – NOT APPLICABLE. UNDER SECTION 29 OF

THE COMPANIES ACT, 2013, THE EQUITY SHARES IN THE ISSUE ARE TO BE ISSUED IN

DEMATERIALISED FORM ONLY.

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO

DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE

INVESTOR TO MAKE A WELL INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THIS DRAFT

RED HERRING PROSPECTUS:

A. AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME, THERE

SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE

COMPANY; AND

B. AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH SUCH

DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY SEBI FROM TIME TO

TIME.

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13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO

ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE

MAKING THE ISSUE - NOTED FOR COMPLIANCE.

14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN

EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND

OF THE COMPANY, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE

RISK FACTORS, PROMOTER’S EXPERIENCE, ETC. - COMPLIED WITH

15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH

THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009,

CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS

OF COMPLIANCE, PAGE NUMBER OF THIS DRAFT RED HERRING PROSPECTUS WHERE

THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY -

COMPLIED WITH

16. WE ENCLOSE STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY

MERCHANT BANKERS (WHO ARE RESPONSIBLE FOR PRICING THE ISSUE)’, AS PER

FORMAT SPECIFIED BY SEBI THROUGH CIRCULAR.

17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN

FROM LEGITIMATE BUSINESS TRANSACTIONS - COMPLIED WITH TO THE EXTENT OF

THE RELATED PARTY TRANSACTIONS OF THE COMPANY, IN ACCORDANCE WITH

ACCOUNTING STANDARD 18 AND INCLUDED IN THE DRAFT RED HERRING

PROSPECTUS.

18. WE CERTIFY THAT THE ENTITY IS ELIGIBLE UNDER 106Y (1) (A) OR (B) (AS THE CASE

MAY BE) TO LIST ON THE INSTITUTIONAL TRADING PLATFORM, UNDER CHAPTER XC

OF THESE REGULATIONS. (IF APPLICABLE) – NOT APPLICABLE.

THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE

THE COMPANY FROM ANY LIABILITIES UNDER SECTION 34 OR SECTION 36 OF COMPANIES

ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER

CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE ISSUE. SEBI FURTHER

RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH BRLMS, ANY

IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS, THE RED

HERRING PROSPECTUS AND THE PROSPECTUS.

The filing of this Draft Red Herring Prospectus does not, however, absolve any person who has authorized the

issue of this Draft Red Herring Prospectus from any liabilities under section 34 or section 36 of the Companies

Act, 2013 or from the requirement of obtaining such statutory and/or other clearances as may be required for the

purpose of the Issue. SEBI further reserves the right to take up at any point of time, with the BRLMs, any

irregularities or lapses in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus.

Caution - Disclaimer from our Company, our Directors and the BRLMs

Our Company, our Directors and the BRLMs accept no responsibility for statements made otherwise than in this

Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s

instance and anyone placing reliance on any other source of information, including our Company’s website

http://www.cochinshipyard.com would be doing so at his or her own risk. The Selling Shareholder accepts no

responsibility for any statements made other than those made in relation to it and/or to the Equity Shares offered

through the Offer for Sale.

The BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement and the

Underwriting Agreement.

All information shall be made available by our Company, the Selling Shareholder and the BRLMs to the public

and investors at large and no selective or additional information would be available for a section of the investors

in any manner whatsoever including at road show presentations, in research or sales reports, at bidding centres or

elsewhere.

None among our Company, the Selling Shareholder or any member of the Syndicate is liable for any failure in

downloading the Bids due to faults in any software/ hardware system or otherwise.

282

Investors who Bid in the Issue will be required to confirm and will be deemed to have represented to our Company,

the Selling Shareholder, the Underwriters and their respective directors, officers, agents, affiliates, and

representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to

acquire Equity Shares of our Company and will not issue, sell, pledge, or transfer the Equity Shares of our

Company to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals

to acquire Equity Shares of our Company. Our Company, the Selling Shareholder, Underwriters and their

respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising

any investor on whether such investor is eligible to acquire Equity Shares of our Company.

The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services

for, our Company and the Selling Shareholder in the ordinary course of business and have engaged, or may in the

future engage, in commercial banking and investment banking transactions with our Company and the Selling

Shareholder for which they have received, and may in the future receive, compensation.




with the requirements prescribed under the SEBI Listing Regulations since our secured bonds are listed on the

BSE. The Ind AS financial statements comprise of selective financial information which have been (i) audited as

of September 30, 2016; and (ii) unaudited as of September 30, 2015. As the results for the prior period ended

September 30, 2015 are unaudited in compliance with the SEBI Circular, such Ind AS financial statements cannot

be included and do not form part of this Draft Red Herring Prospectus.

Disclaimer in respect of Jurisdiction

The Issue is being made in India to persons resident in India (including Indian nationals resident in India who are

not competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies

registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered

with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to

RBI permission), or trusts registered under applicable trust law and who are authorised under their constitution to

hold and invest in shares, public financial institutions as specified in Section 2(72) of the Companies Act, 2013,

state industrial development corporations, insurance companies registered with IRDA, permitted insurance

companies, permitted provident fund and pension funds, insurance funds set up and managed by the army and

navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India)

and to FPIs, FIIs, Eligible NRIs and other eligible foreign investors (viz. FVCIs, multilateral and bilateral

development financial institutions). This Draft Red Herring Prospectus does not, however, constitute an invitation

to purchase shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make

an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus

comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising

out of the Issue will be subject to the jurisdiction of appropriate court(s) in Kochi only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required

for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations and

SEBI shall give its observations in due course. Accordingly, the Equity Shares represented thereby may not be

offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any

jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery

of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication

that there has been no change in the affairs of our Company since the date hereof or that the information contained

herein is correct as of any time subsequent to this date.

The Equity Shares have not been and will not be registered under the Securities Act or any state securities laws in

the United States and may not be offered or sold within the United States, except pursuant to an exemption from,

or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities

laws. Accordingly, the Equity Shares are being offered and sold (i) in the United States only to persons reasonably

believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act and referred to

in this Draft Red Herring Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs does not

refer to a category of institutional investor defined under applicable Indian regulations and referred to in the Draft

Red Herring Prospectus as “QIBs”) pursuant to Rule 144A or another available exemption from the registration

requirements of the Securities Act, and (ii) outside the United States only in offshore transactions in reliance on

Regulation S under the Securities Act and pursuant to the applicable laws of the jurisdiction where those offers

and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction

283

outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except

in compliance with the applicable laws of such jurisdiction.

Until the expiry of 40 days after the commencement of this Issue, an offer or sale of Equity Shares within the

United States by a dealer (whether or not it is participating in this Issue) may violate the registration requirements

of the Securities Act unless made pursuant to Rule 144A or another available exemption from the registration

requirements of the Securities Act and in accordance with applicable state securities laws.

Equity Shares Offered and Sold within the United States

Each purchaser that is acquiring the Equity Shares offered pursuant to this Issue within the United States, by its

acceptance of the Draft Red Herring Prospectus and of the Equity Shares, will be deemed to have acknowledged,

represented to and agreed with our Company and the BRLMs that it has received a copy of the Draft Red Herring

Prospectus and such other information as it deems necessary to make an informed investment decision and that:

(1) the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Issue in

compliance with all applicable laws and regulations;

(2) the purchaser acknowledges that the Equity Shares offered pursuant to this Issue have not been and will not

be registered under the Securities Act or with any securities regulatory authority of any state of the United States

and accordingly may not be offered or sold within the United States except pursuant to an exemption from, or in

a transaction not subject to, the registration requirements of the Securities Act;

(3) the purchaser (i) is a U.S. QIB, (ii) is aware that the sale to it is being made in a transaction exempt from or

not subject to the registration requirements of the Securities Act, and (iii) is acquiring such Equity Shares for its

own account or for the account of a qualified institutional buyer with respect to which it exercises sole investment

discretion;

(4) the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

(5) if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any

economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or

otherwise transferred only (A) (i) to a person whom the beneficial owner and/or any person acting on its behalf

reasonably believes is a U.S. QIB in a transaction meeting the requirements of Rule 144A, (ii) in an offshore

transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act, (iii) pursuant to an

exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, or (iv)

pursuant to another available exemption from the registration requirements of the Securities Act and (B) in each

case in accordance with all applicable laws, including the securities laws of the States of the United States. The

purchaser understands that the transfer restrictions will remain in effect until our Company determines, in its sole

discretion, to remove them;

(6) the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and

no representation is made as to the availability of the exemption provided by Rule 144 for resales of any such

Equity Shares;

(7) the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt facility

established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt facility, so

long as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities

Act;

(8) the purchaser is not acquiring the Equity Shares as a result of any form of “general solicitation” or “general

advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act);

(9) the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our

Company determine otherwise in accordance with applicable law, will bear a legend substantially to the following

effect:

THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)

OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER

JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR

OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER OR ANY PERSON

ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER

WITHIN THE MEANING OF RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS

OF RULE 144A UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE TRANSACTION

COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

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(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT

PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO ANOTHER

AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES

ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY

STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE

AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT

FOR RESALES OF THE EQUITY SHARES. NOTWITHSTANDING ANYTHING TO THE

CONTRARY IN THE FOREGOING, THE EQUITY SHARES MAY NOT BE DEPOSITED INTO ANY

UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE EQUITY SHARES

ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.

(10) our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other

than in compliance with the above-stated restrictions; and

(11) the purchaser acknowledges that our Company, the BRLMs, their respective affiliates and others will rely

upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that,

if any of such acknowledgements, representations and agreements deemed to have been made by virtue of its

purchase of such Equity Shares are no longer accurate, it will promptly notify our Company, and if it is acquiring

any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment

discretion with respect to each such account and that it has full power to make the foregoing acknowledgements,

representations and agreements on behalf of such account.

All Other Equity Shares Offered and Sold in this Issue

Each purchaser that is acquiring the Equity Shares offered pursuant to this Issue outside the United States, by its

acceptance of the Draft Red Herring Prospectus and of the Equity Shares offered pursuant to this Issue, will be

deemed to have acknowledged, represented to and agreed with our Company and the BRLMs that it has received

a copy of the Draft Red Herring Prospectus and such other information as it deems necessary to make an informed

investment decision and that:

(1) the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Issue in

compliance with all applicable laws and regulations;

(2) the purchaser acknowledges that the Equity Shares offered pursuant to this Issue have not been and will not

be registered under the Securities Act or with any securities regulatory authority of any state of the United States

and accordingly may not be offered or sold within the United States except pursuant to an exemption from, or in

a transaction not subject to, the registration requirements of the Securities Act;

(3) the purchaser is purchasing the Equity Shares offered pursuant to this Issue in an offshore transaction meeting

the requirements of Rule 903 of Regulation S under the Securities Act;

(4) the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares

offered pursuant to this Issue, was located outside the United States at the time (i) the offer was made to it and (ii)

when the buy order for such Equity Shares was originated and continues to be located outside the United States

and has not purchased such Equity Shares for the account or benefit of any person in the United Sates or entered

into any arrangement for the transfer of such Equity Shares or any economic interest therein to any person in the

United States;

(5) the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;

(6) the purchaser is not acquiring the Equity Shares as a result of any “directed selling efforts” (within the meaning

of Rule 902(c) of Regulation S under the Securities Act);

(7) our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other

than in compliance with the above-stated restrictions; and

(8) the purchaser acknowledges that our Company, the BRLMs, their respective affiliates and others will rely

upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that,

if any of such acknowledgements, representations and agreements deemed to have been made by virtue of its

purchase of such Equity Shares are no longer accurate, it will promptly notify our Company, and if it is acquiring

any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment

discretion with respect to each such account and that it has full power to make the foregoing acknowledgements,

representations and agreements on behalf of such account.

In relation to each EEA State that has implemented the Prospectus Directive (Directive 2003/71/EC) (each, a

“Relevant Member State), an offer to the public of any Equity Shares may be made at any time under the following

285

exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD

Amending Directive, 150 natural or legal persons (other than qualified investors), subject to obtaining the

prior consent of the Underwriters; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer

of Equity Shares shall result in a requirement for our Company or any Underwriter to publish a prospectus pursuant

to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus

Directive and each person who receives any communication in respect of, or who acquires any Equity Shares

under, the offers contemplated in this Draft Red Herring Prospectus will be deemed to have represented, warranted

and agreed to with the Underwriter and our Company that it is a qualified investor within the meaning of the law

in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any of the Equity Shares

in any Relevant Member States means the communication in any form and by any means of sufficient information

on the terms of the offer and the Equity Shares to be offered so as to enable an investor to decide to purchase or

subscribe for the Equity Shares, as the same may be varied in that Relevant Member State by any measure

implementing the Prospectus Directive in that Relevant Member State.

In the case of any Equity Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of

the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and

agreed that the Equity Shares acquired by it in the offering have not been acquired on a non-discretionary basis

on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which

may give rise to an offer of any Equity Shares to the public in a Relevant Member State prior to the publication

of a prospectus in relation to the Equity Shares which has been approved by the competent authority in that

relevant member state or, where appropriate, approved in another Relevant Member State and notified to the

competent authority in the Relevant Member State, all in accordance with the Prospectus Directive, other than

their offer or resale to qualified investors or in circumstances in which the prior consent of the Underwriters has

been obtained to each such proposed offer or resale.

Our Company, the Underwriters and their affiliates, and others will rely upon the truth and accuracy of the

foregoing representation, acknowledgement and agreement.

Disclaimer Clause of BSE

As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as

intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the

Red Herring Prospectus prior to the RoC filing.

Disclaimer Clause of the NSE

As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as

intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the

Red Herring Prospectus prior to the RoC filing.

Filing

A copy of this Draft Red Herring Prospectus has been filed with SEBI at Corporate Finance Department, Plot

No.C4-A, ‘G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.

A copy of the Red Herring Prospectus, along with the documents required to be filed under section 32 of the

Companies Act, 2013 would be delivered for registration to the RoC and a copy of the Prospectus to be filed under

section 26 of the Companies Act, 2013 would be delivered for registration with RoC at the following address of

the RoC:

Registrar of Companies

Company Law Bhawan,

BMC Road,

Thrikkakara,

Kochi – 682021

Kerala, India

Listing

286

Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of

the Equity Shares. Our Company received in-principle approvals from the BSE and the NSE for the listing of

the Equity Shares pursuant to letters dated [●] and [●], respectively. [●] will be the Designated Stock Exchange

with which the Basis of Allotment will be finalised.

If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the Stock

Exchanges mentioned above, our Company will forthwith repay, without interest, all moneys received from the

Bidders/Applicants in pursuance of the Red Herring Prospectus/ the Prospectus. If such money is not repaid within

the prescribed time after our Company is liable to repay it, then our Company and every Director of our Company

and every officer of our Company who is in default may, on and from expiry of such period, shall be liable to

repay the money, with interest, as prescribed under applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and

commencement of trading at all Stock Exchanges mentioned above are taken within six Working Days of the Bid/

Issue Closing Date. Further, the Selling Shareholder confirm that they shall provide assistance to our Company

and the BRLMs, as may be reasonably required and necessary, for the completion of the necessary formalities for

listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed

within six Working Days of the Bid/ Issue Closing Date.

287

Price information of past issues handled by the BRLMs

A. SBI Capital Markets Limited

1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by SBICAP

Sr.

No. Issue Name

Issue Size

(Rs. Mn.)

Issue Price

(Rs.) Listing Date

Opening

Price on

Listing

Date

+/- % change in closing

price, [+/- % change in

closing benchmark]- 30th

calendar days from listing


price, [+/- % change in

closing benchmark]- 90th


+/- % change in closing price,

[+/- % change in closing

benchmark]- 180th calendar

days from listing

1 Avenue Supermarts

Limited

18,700.00 299.00 March 21,

2017

604.40 NA NA NA

2 BSE Limited 12,434.32 806.00 February

03,2017

1085.00 +17.51%

[+2.54%]

NA NA

3 Laurus Labs Limited 13,305.10 428.00 December

19,2016

490.00 +11.43%

[+3.26%]

+23.36%

[+11.92%]

NA

4 HPL Electric & Power

Limited

3610.00 202.00 October 04,

2016

190.00 -14.75%

[-2.91%]

-51.18%

[-6.72%]

NA

5

ICICI Prudential Life

Insurance Company

Limited

60,567.91 334.00 September

29, 2016

330.00 -7.60%

[+0.54%]

-11.54%

[-6.50%]

NA

6 L&T Technology Services

Limited

8,944.00 860.00 September

23, 2016

920.00 -2.11%

[-1.39%]

-8.54%

[-8.72%]

-9.09%

[+2.25%]

7 RBL Bank Limited 12,129.67 225.00 August 31,

2016

274.20 +27.07%

[-2.22%]

+56.98%

[-7.50%]

+107.91%

[+1.26%]

8 Infibeam Incorporation

Limited

4,500.00 432.00 April 4, 2016 458.00 +20.37%

[-0.67%]

+61.31%

[+7.40%]

+106.49%

[+9.56%]

9 Precision Camshafts

Limited

4,101.90 186.00 February 8,

2016

163.10 -14.68%

[+1.53%]

-20.43%

[+5.77%]

-20.32%

[15.61%]

10 Prabhat Dairy Limited 3,561.88 115.00 September

21, 2015

115.00 +11.78%

[+3.57%]

+30.83%

[-1.79%]

-5.48%

[-4.67%]

11 Navkar Corporation

Limited

6,000.00 155.00 September 9,

2015

152.00 +0.71%

[+4.38%]

+25.81%

[-0.74%]

+6.13%

[-4.12%]

12 Monte Carlo Fashions

Limited

3,504.30 645.00 December 19,

2014

585.00 -26.53%

[+3.25%]

-23.37%

[+4.57%]

-21.01%

[-2.50%]

Source: www.nseindia.com, www.bseindia.com

Notes:

1. The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days is a trading holiday, the next trading day is considered for the

computation. We have taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as

on the listing day to calculate the % change in closing price of the benchmark as on 30th, 90th and 180th day.

2. The designated exchange for the issue has been considered for the price, benchmark index and other details.


http://www.bseindia.com/

288

2. Summary statement of price information of past issues (during current financial year and two financial years preceding the current financial year) handled by

SBICAP

Financi

al Year

Total

no. of

IPOs

Total

amount

of funds

raised

(Rs. Mn.)

No. of IPOs trading at

discount - 30th calendar days

from listing

No. of IPOs trading at premium -

30th calendar days from listing

No. of IPOs trading at discount -


No. of IPOs trading at premium -


Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less than

25%

Over

50%

Between

25-50%

Less than

25%

Over

50%

Between

25-50%

Less than

25%

2016-

17*^

7 129,691.0

0

- - 3 - 1 2 - - 1 1 - -

2015-16 4 18,163.78 - - 1 - - 3 - - 2 1 - 1

2014-15 1 3,504.30 - 1 - - - - - - 1 - - -

* Based on issue closure date

^ Details not applicable for the IPO of Avenue Supermarts Limited since 30 calendar days have not elapsed since listing date.

B. Edelweiss Financial Services Limited

1. Price information of past issues handled by Edelweiss Financial Services Limited.

Sr.

No. Issue Name

Issue Size (Rs.

Mn.)

Issue Price

(Rs.)

Listing Date

Opening

Price on

listing date

+/- % change in

closing price, [+/- %

change in closing

benchmark]- 30th

calendar days from

listing

+/- % change in


change in closing

benchmark]- 90th

calendar days from

listing

+/- % change in


change in closing

benchmark]- 180th

calendar days from

listing

1 Avenue Supermarts

Limited 18,700.00 299.00 March 21, 2017 600.00 Not applicable Not applicable Not applicable

2 BSE Limited 12,434.32 806.00 February 3,

2017 1,085.00 17.52%; [2.55%] Not applicable Not applicable

3 Sheela Foam Limited 5,100.00 730.00 December 9,

2016 860.00 30.23%; [-0.31%] 48.39% [8.02%] Not applicable

4

ICICI Prudential Life

Insurance Company

Limited

60,567.91 334.00 September 29,

2016 330.00

-7.60%;

[0.54%]

11.54%;

[-6.50%] Not applicable

5 Thyrocare Technologies

Limited 4,792.14 446.00 May 9, 2016 665.00

36.85%;

[5.09%]

22.57%;

[10.75%]

39.09%;

[7.22%]

6 Equitas Holdings Limited 21,766.85 110.00 April 21, 2016 145.10 34.64%;

[-2.05%]

57.91%;

[7.79%]

63.77%;

[7.69%]

7 Healthcare Global

Enterprises Limited 6,496.40 218.00 March 30, 2016 210.20

-15.30%;

[1.45%]

-19.98%;

[4.65%]

-1.28%;

[12.77%]

8 Alkem Laboratories 13,477.64 1,050.00 December 23, 1,380.00 30.34%; 28.60%; 31.91%;

289

Sr.

No. Issue Name

Issue Size (Rs.

Mn.)

Issue Price

(Rs.)

Listing Date

Opening

Price on

listing date

+/- % change in


change in closing

benchmark]- 30th

calendar days from

listing

+/- % change in


change in closing

benchmark]- 90th

calendar days from

listing

+/- % change in


change in closing

benchmark]- 180th

calendar days from

listing

Limited@ 2015 [-7.49%] [-2.06%] [4.74%]

9 Coffee Day Enterprises

Limited 11,500.00 328.00

November 2,

2015 317.00

-21.42%;

[-1.19%]

-20.76%;

[-6.15%]

-20.98%;

[-2.50%]

10 Prabhat Dairy Limited^ 3,561.88 115.00 September 21,

2015 113.00

11.78%;

[3.57%]

30.83%;

[-1.79%]

-5.48%;

[-4.67%]

Source: www.nseindia.com @ Alkem Laboratories Limited - Discount of Rs. 100 per equity share offered to eligible employees. All calculations are based on offer price of Rs. 1,050.00 per equity share. ^ Prabhat Dairy Ltd - Discount of Rs. 5 per equity share offered to retail investors. All calculations are based on issue price of Rs. 115.00 per equity share.

Notes

1. Based on date of listing.

2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs Issue price. % change in closing benchmark index is calculated based on closing index on

listing day vs closing index on 30th/ 90th / 180th calendar day from listing day.

3. Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the next trading day has been considered.

4. The Nifty 50 index is considered as the Benchmark Index

5. Not Applicable. – Period not completed

6. Disclosure in Table-1 restricted to 10 issues.

2. Summary statement of price information of past issues handled by Edelweiss Financial Services Limited.

Financial

Year

Total

no. of

IPOs

Total

amount of

funds

raised (Rs.

Mn.)

No. of IPOs trading at discount

- 30th calendar days from

listing

No. of IPOs trading at premium


listing

No. of IPOs trading at discount


listing



listing

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

2016 - 17^ 6 123,361.22 - - 1 - 3 1 - - - 1 1 -

2015 - 16 7 56,157.83 - - 3 - 2 2 - - 4 - 1 2

2014 - 15 3 8,835.40 - 1 - 2 - - - - 1 2 - - ^The information is as on the date of the document

1. Based on date of listing.

2. Wherever 30th and 180th calendar day from listing day is a holiday, the closing data of the next trading day has been considered.

3. The Nifty 50 index is considered as the Benchmark Index.

For the financial year 2016-17 – total 6 issues were completed. However, only 5 issues have completed 30 days and 2 issues have completed 180 days.

For the financial year 2014-15 total 3 issues were completed. However, disclosure under Table-1 is restricted to latest 10 issues.

290

C. JM Financial Institutional Securities Limited

Table 1: Price information of past issues handled

Sr.

No. Issue Name

Issue

Size

(`in

`crore)

Issue

Price

(₹)

Listing

Date

Opening

Price on

Listing

Date (in ₹)

(2)


price(3), [+/- % change in

closing benchmark](4) - 30th










1

Avenue

Supermarts

Limited

1,870.00 299 March 21,

2017 600.00 NA NA NA

2 PNB Housing

Finance Limited

3,000.00 775 November

07, 2016

860.00 +11.70% [-4.16%] +21.28% [+2.87%] NA

3 ICICI Prudential

Life Insurance

Company

Limited

6,056.79 334 September

29, 2016

330.00 -7.60% [+0.54%] -11.54% [-6.50%] NA

4 L&T Technology

Services Limited

894.40 860 September

23, 2016

920.00 -0.85% [-1.57%] -8.54% [-8.72%] -9.55% [+3.28%]

5 Dilip Buildcon

Limited

653.98 219 August 11,

2016

240.00 +5.11% [+3.20%] +1.53% [-0.57%] +22.12% [+2.43%]

6 Parag Milk Foods

Limited

750.54 215(1) May 19,

2016

217.50 +17.07% [+4.97%] +48.67% [+11.04%] +38.93% [+6.59%]

7 Thyrocare

Technologies

Limited

479.21 446 May 9,

2016

665.00 +36.85% [+5.09%] +23.48% [+10.39%] +39.09% [+7.22%]

8 S H Kelkar and

Company

Limited

508.17 180 November

16, 2015

223.70 +21.69% [-1.35%] +20.78% [-10.58%] +24.97% [+0.11%]

Source: www.nseindia.com; for price information and prospectus/ basis of allotment for issue details

Notes:

1. Issue price for anchor investors was `227 per equity share and a discount of `12 per equity share had been offered to eligible employees and retail individual bidders.

2. Opening price information as disclosed on the website of NSE.

3. Change in closing price over the issue/offer price as disclosed on. NSE.

4. Change in closing price over the closing price as on the listing date for benchmark index viz. NIFTY 50.

5. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.

6. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken

a listing date plus 179 calendar days.

Table 2: Summary statement of disclosure


291

Financial

Year

Total

no. of

IPOs

Total amount

of funds

raised (₹in

`crore)


discount - 30th calendar days

from listing


premium - 30th calendar

days from listing


discount - 180th calendar

days from listing



listing

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

Over

50%

Between

25-50%

Less

than

25%

2016-

2017

7 13,704.92 - - 2 - 1 3 - - 1 - 2 1

2015-

2016

1 508.17 - - - - - 1 - - - - - 1

2014-2015 - - - - - - - - - - - - - - Source: www.nseindia.com


292

Track record of past issues handled by the BRLMs

For details regarding the track record of the BRLMs to the Issue as specified in Circular reference CIR/MIRSD/1/

2012 dated January 10, 2012 issued by the SEBI, refer to the websites of the BRLMs as set forth in the table

below:

Sr.

No. Name of the BRLMs Website

1. SBICAPS www.sbicaps.com 2. Edelweiss www.edelweissfin.com 3. JM Financial www.jmfl.com

Consents

Consents in writing of: (a) our Directors, our CFO, our Company Secretary and Compliance Officer, Indian Legal

Counsel to our Company and the Selling Shareholder, International Legal Counsel to our Company and the Selling

Shareholder, Indian Legal Counsel to the BRLMs, Bankers to our Company and (b) the BRLMs, the Syndicate

Members, the Escrow Collection Banks, and the Registrar to the Issue to act in their respective capacities have

been, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under

sections 26 and 32 of the Companies Act, 2013 and such consents shall not be withdrawn up to the time of delivery

of the Red Herring Prospectus for registration with the RoC.

In accordance with the Companies Act, 2013 and the SEBI ICDR Regulations, our Statutory Auditors,

Krishnamoorthy & Krishnamoorthy, Chartered Accountants, have given their written consent for inclusion of

their reports dated January 24, 2017, on the audited restated financial statements of our Company and the statement

of tax benefits dated March 23, 2017 in the form and context, included in this Draft Red Herring Prospectus and

such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.

Expert opinion

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent from the Statutory Auditors to include their name as required under

section 26(1)(a)(v) of the Companies Act, 2013 in this Draft Red Herring Prospectus and as an “expert” as defined

under section 2(38) of the Companies Act, 2013 in respect of the examination report dated January 24, 2017 of

the Statutory Auditors on the restated audited financial statements of our Company as of and for Fiscals ended

March 31, 2016, 2015, 2014, 2013 and 2012 and the statement of tax benefits dated March 23, 2017, included in

this Draft Red Herring Prospectus and such consents have not been withdrawn as on the date of this Draft Red

Herring Prospectus.

Issue Expenses

The Issue related expenses consist of listing fees, fees payable to the BRLMs, underwriting fees, selling

commission, legal counsel, Registrar to the Issue, Public Issue Account Bank(s), Escrow Collection Bank, Refund

Bank including processing fee to the SCSBs for processing Bid cum Application Forms submitted by ASBA

Bidders procured by the Members of the Syndicate and submitted to SCSBs, brokerage and selling commission

payable to Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing

expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. The fees and

expenses relating to the Issue shall be shared, upon successful completion of the Issue, in the proportion mutually

agreed among our Company and the Selling Shareholder in accordance with Applicable Law. However, in the

event that the Issue is withdrawn by our Company for any reason whatsoever, all the Issue related expenses will

be borne by our Company. The Selling Shareholder shall reimburse our Company for all expenses incurred by

our Company in relation to the Offer for Sale. For further details of the Issue expenses, see “Objects to the Issue”

on page 78.

Fees Payable to the Syndicate

The total fees payable to the Syndicate (including underwriting commission and selling commission and

reimbursement of their out-of-pocket expense) will be as per the Syndicate Agreement, a copy of which will be

available at our Registered Office.

Commission payable to the SCSBs, Registered Brokers, RTAs and CDPs

For details of the commission payable to the SCSBs, Registered Brokers, RTAs and CDPs, see “Objects of the

Issue” on page 78.

293

Fees Payable to the Registrar to the Issue

The fees payable to the Registrar to the Issue including fees for processing of Bid cum Application Forms, data

entry, printing of Allotment Advice, refund order, preparation of refund data on magnetic tape, printing of bulk

mailing register will be as per the Registrar Agreement, a copy of which is available for inspection at our

Registered Office.

The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage,

stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable

it to send refund orders or Allotment Advice by registered post/ speed post (subject to postal rules)/under

certificate of posting.

Particulars regarding public or rights issues by our Company during the last five years

Our Company has not made any public or rights issues during the five years preceding the date of this Draft Red

Herring Prospectus.

Previous issues of Equity Shares otherwise than for cash

Except as disclosed in “Capital Structure” on page 66, our Company has not issued any Equity Shares for

consideration other than for cash.

Commission and Brokerage paid on previous issues of the Equity Shares

Since this is the initial public issue of Equity Shares, no sum has been paid or has been payable as commission or

brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since

our Company’s inception.

Previous capital issue during the previous three years by listed Group Companies and associates of our

Company

Our Company does not have group companies and associates which have undertaken a capital issue in the last

three years preceding the date of this Draft Red Herring Prospectus.

Performance vis-à-vis objects – public/ rights issue of our Company and/ or listed Group Companies and

associates of our Company

Our Company has not undertaken any previous public or rights issue. Our Company does not have Group

Companies and associates which have undertaken any public or rights issue in the last 10 years preceding the date

of this Draft Red Herring Prospectus.

Outstanding Debentures or Bonds

Except as disclosed in “Financial Indebtedness” on page 259, our Company does not have any outstanding

debentures or bonds as of the date of this Draft Red Herring Prospectus.

Outstanding Preference Shares

Our Company does not have any outstanding preference shares as on date of this Draft Red Herring Prospectus.

Partly Paid-up Shares

Our Company does not have any partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus.

Stock Market Data of Equity Shares

This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange.

Mechanism for Redressal of Investor Grievances

The Registrar Agreement provides for retention of records with the Registrar to the Issue for a period of at least

three years from the last date of despatch of the letters of allotment, demat credit and refund orders to enable the

investors to approach the Registrar to the Issue for redressal of their grievances.

All grievances may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary

with whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the

sole or first Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of the Bid cum

Application Form, address of the Bidder, number of the Equity Shares applied for and the name and address of

the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder.

Further, the Bidder shall also enclose the Acknowledgement Slip from the Designated Intermediaries in addition

to the documents/information mentioned hereinabove.

294

Further, with respect to the Bid cum Application Forms submitted with the Registered Brokers, the investor shall

also enclose the acknowledgment from the Registered Broker in addition to the documents/ information mentioned

hereinabove.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Issue or the

Designated Intermediaries, for the redressal of routine investor grievances shall be 10 Working Days from the

date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are

involved, our Company will seek to redress these complaints as expeditiously as possible.

Our Company has appointed a Stakeholders’ Relationship Committee. For details, see “Our Management –

Committees of the Board – Stakeholder Relationship Committee” on page 152.

Our Company has also appointed Ms. V. Kala, Company Secretary of our Company as the Compliance Officer

for the Issue and she may be contacted in case of any pre- Issue or post- Issue related problems at the following

address:





Kerala, India

Tel: +91 (484) 2501306

Fax: +91 (484) 2384001


Our Company has not received any investor complaint during the three years preceding the date of filing of this

Draft Red Herring Prospectus.

Changes in Auditors

Except as described below, there has been no change in the statutory auditors of our Company during the three

years preceding the date of this Draft Red Herring Prospectus.

Name of Auditor Date of Change Reason

Babu A Kallivayalil & Co, Chartered

Accountants

November 12,

2014

Change of auditor by Comptroller and

Auditor General of India

Krishnamoorthy & Krishnamoorthy,


November 12,

2014

Appointment of auditor by Comptroller

and Auditor General of India

Capitalisation of Reserves or Profits

Our Company has not capitalised its reserves or profits at any time during the last five years.

Revaluation of Assets

Our Company has not re-valued its assets in the last five years.

295

SECTION VII: ISSUE INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued and transferred pursuant to this Issue shall be subject to the provisions of the

Companies Act, SEBI ICDR Regulations, SCRA, SCRR, the Memorandum and Articles of Association, the terms

of the Red Herring Prospectus, the Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision

Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated in the Allotment

Advices and other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall

also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital

and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock

Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable

or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock

Exchanges, the RoC and/or any other authorities while granting its approval for the Issue. SEBI has notified the

SEBI Listing Regulations which governs the obligations which were prescribed under the Equity Listing

Agreement.

Ranking of the Equity Shares

The Equity Shares being issued and transferred pursuant to the Issue shall be subject to the provisions of the

Companies Act, the SEBI Listing Regulations, the MoA and AoA and shall rank pari-passu in all respects with

the existing Equity Shares including in respect of the right to receive dividend. The Allottees upon Allotment of

Equity Shares under the Issue, will be entitled to dividend and other corporate benefits, if any, declared by our

Company after the date of Allotment. For further details, see “Main Provisions of Articles of Association” on page

347.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of

Companies Act, the Memorandum and Articles of Association and provisions of the SEBI Listing Regulations.

For further details, in relation to dividends, see “Dividend Policy” and “Main Provisions of Articles of

Association” on pages 161 and 347, respectively.

Face Value and Issue Price

The face value of each Equity Share is ` 10 and the Issue Price at the lower end of the Price Band is ` [●] per

Equity Share and at the higher end of the Price Band is ` [●] per Equity Share.

The Price Band and the minimum Bid Lot size for the Issue will be decided by our Company and the Selling

Shareholder, in consultation with the BRLMs, and advertised in all editions of English national daily newspaper

Business Standard, all editions of Hindi national daily newspaper Business Standard and Kochi edition of

Malayalam daily newspaper Mathrubhumi, each with wide circulation, at least five Working Days prior to the

Bid/ Issue Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading the

same on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and

at the Cap Price, shall be pre-filled in the Bid cum Application Forms available on the websites of the Stock

Exchanges. The Issue Price shall be determined by the Selling Shareholder and our Company, in consultation with

the BRLMs, after the Bid/ Issue Closing Date, on the basis of assessment of market demand for the Equity Shares

by way of Book Building Process.

Retail Discount and Employee Discount

Retail Discount and Employee Discount of ` [●] per Equity Share and ` [●] per Equity Share to the Issue Price

may be offered to the Retail Individual Bidders and the Eligible Employees bidding in the Employee Reservation

Portion, respectively.

At any given point of time there shall be only one denomination of Equity Shares.

Compliance with disclosure and accounting norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of our Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity

Shareholders shall have the following rights:

Right to receive dividends, if declared;

Right to attend general meetings and exercise voting rights, unless prohibited by law;

296

Right to vote on a poll either in person or by proxy or “e-voting”, in accordance with the provisions of the

Companies Act;

Right to receive offers for rights shares and be allotted bonus shares, if announced;

Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

Right of free transferability, subject to applicable laws including any RBI rules and regulations; and

Such other rights, as may be available to a shareholder of a listed public company under the Companies Act,

the SEBI Listing Regulations and the Articles of Association of our Company.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting

rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Main Provisions of

Articles of Association” on page 347.

Market Lot and Trading Lot

Pursuant to section 29 of the Companies Act, 2013 the Equity Shares shall be allotted only in dematerialised form.

As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this

context, two agreements have been signed amongst our Company, the respective Depositories and the Registrar

to the Issue:

Agreement dated November 24, 2016 amongst NSDL, our Company and the Registrar to the Issue; and

Agreement dated November 6, 2013 amongst CDSL, our Company and the Registrar to the Issue.

Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in

this Issue will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●]

Equity Shares.

Joint Holders

Subject to provisions contained in our Articles, where two or more persons are registered as the holders of the

Equity Shares, they shall be entitled to hold the same as joint tenants with benefits of survivorship.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Kochi.

Nomination facility to Bidders

In accordance with section 72 of the Companies Act, 2013 the sole Bidder, or the first Bidder along with other

joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint

Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being

a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the

same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s).

Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any

person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination

shall stand rescinded upon a sale/transfer/alienation of equity share(s) by the person nominating. A buyer will be

entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the

prescribed form available on request at our Registered Office or to the registrar and transfer agents of our

Company.

Any person who becomes a nominee by virtue of the provisions of section 72 of the Companies Act, 2013 shall

upon the production of such evidence as may be required by the Board, elect either:

(a) to register himself or herself as the holder of the Equity Shares; or

(b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or

herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board

may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity

Shares, until the requirements of the notice have been complied with.

Since the Allotment will be made only in dematerialized mode there is no need to make a separate nomination

with our Company. Nominations registered with respective depository participant of the Bidders would prevail.

If the investor wants to change the nomination, they are requested to inform their respective depository participant.

297

Withdrawal of the Issue

Our Company and the Selling Shareholder, in consultation with the BRLMs, reserve the right not to proceed with

the Issue after the Bid/ Issue Opening Date but before the Allotment. In such an event, our Company would issue

a public notice in the newspapers in which the pre- Issue advertisements were published, within two days of the

Bid/ Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding

with the Issue. The Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA

Bidders within one Working Day from the date of receipt of such notification. Our Company shall also inform the

same to the Stock Exchanges on which Equity Shares are proposed to be listed.

Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of

the Stock Exchanges, which our Company shall apply for after Allotment and within six Working Days from the

Bid/ Issue Closing Date or such other period as may be prescribed, and (ii) the final RoC approval of the

Prospectus after it is filed with the RoC. If our Company and the Selling Shareholder withdraws the Issue after

the Bid/ Issue Closing Date and thereafter determines that it will proceed with an issue/offer for sale of the Equity

Shares, our Company shall file a fresh draft red herring prospectus with SEBI.

Bid/ Issue Programme

BID/ ISSUE OPENS ON [●]

BID/ ISSUE CLOSES ON (FOR QIBs) (1) [●] BID/ ISSUE CLOSES ON (FOR OTHER BIDDERS) [●]

(1) Our Company and the Selling Shareholder may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations

An indicative timetable in respect of the Issue is set out below:

Event Indicative Date

Bid/ Issue Closing Date [●] Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●] Unblocking of funds from the ASBA Account On or about [●]

Credit of Equity Shares to demat accounts of Allottees On or about [●] Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]

The above timetable, other than the Bid/ Issue Closing Date, is indicative and does not constitute any

obligation on our Company or the Selling Shareholder or the BRLMs.

Whilst our Company and the Selling Shareholder shall ensure that all steps for the completion of the necessary

formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges are

taken within six Working Days of the Bid/ Issue Closing Date, the timetable may be extended due to various

factors, such as extension of the Bid/ Issue Period by our Company, revision of the Price Band or any delay in

receiving the final listing and trading approval from the Stock Exchanges. The commencement of trading of the

Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws.

The Selling Shareholder confirms that it shall extend complete co-operation required by our Company, the

BRLMs for the completion of the necessary formalities for listing and commencement of trading of the Equity

Shares at the Stock Exchanges within six Working Days from the Bid/ Issue Closing Date.

Submission of Bids:

Bid/ Issue Period (except the Bid/ Issue Closing Date)

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”) Bid/ Issue Closing Date

Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST

On the Bid/ Issue Closing Date, the Bids shall be uploaded until:

(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail

Individual Bidders.

On Bid/ Issue Closing Date, extension of time will be granted by Stock Exchanges only for uploading Bids

received by Retail Individual Bidders after taking into account the total number of applications received and as

reported by the BRLMs to the Stock Exchanges.

298

It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid

Amount is not blocked by SCSBs would be rejected.

In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in physical Bid –

cum- Application Form, for a particular Bidder the details of the Bid file received from Stock Exchanges may be

taken as final data for purposes of Allotment.

Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, Bidders are advised to

submit their Bids one day prior to the Bid/ Issue Closing Date. Any time mentioned in this Draft Red Herring

Prospectus is in IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/ Issue

Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded

will not be considered for allocation under this Issue. Bids will be accepted only during Monday to Friday

(excluding any public holiday). None among our Company, the Selling Shareholder, or any member of the

Syndicate is liable for any failure in uploading the Bids due to faults in any software/hardware system or otherwise.

Our Company and the Selling Shareholder, in consultation with the BRLMs, reserve the right to revise the Price

Band during the Bid/ Issue Period. The revision in the Price Band shall not exceed 20% on either side, i.e. the

Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised

accordingly.

In case of revision in the Price Band, the Bid/ Issue Period shall be extended for at least three additional

Working Days after such revision, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any

revision in Price Band, and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by

notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the

terminals of the Syndicate Members.

Minimum Subscription

If our Company does not receive (i) the minimum subscription of 90% of the Fresh Issue; and (ii) a subscription

in the Issue equivalent to at least 10% post- Issue paid up Equity Share capital of our Company (the minimum

number of securities as specified under Rule 19(2)(b)(iii) of the SCRR), including devolvement of Underwriters,

if any, within 60 days from the date of Bid/ Issue Closing Date, our Company and the Selling Shareholder shall

forthwith refund the entire subscription amount received. If there is a delay beyond the prescribed time, our

Company and the Selling Shareholder shall pay interest prescribed under the Companies Act, 2013, the SEBI

ICDR Regulations and applicable law. The requirement for minimum subscription is not applicable to the Offer

for Sale. In case of undersubscription of the Issue, the Equity Shares in the Fresh Issue will be issued prior to the

sale of Equity Shares in the Offer for Sale.

Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be

Allotted will be not less than 1,000.

Any expense incurred by our Company on behalf of the Selling Shareholder with regard to refunds, interest for

delays, etc. for the Equity Shares being offered in the Issue will be reimbursed by the Selling Shareholder to our

Company in proportion to the Equity Shares being offered for sale by the Selling Shareholder in the Issue.

Arrangements for Disposal of Odd Lots

Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will

be one Equity Share, no arrangements for disposal of odd lots are required.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for the lock-in of the pre- Issue capital of our Company, Promoters’ minimum contribution as provided in

“Capital Structure” on page 66 and except as provided in the Articles of Association there are no restrictions on

transfer of Equity Shares. Further, there are no restrictions on the transmission of shares/debentures and on their

consolidation/splitting, except as provided in the Articles of Association. For details, see “Main Provisions of

Articles of Association” on page 347.

Option to Receive Securities in Dematerialized Form

Pursuant to section 29 of the Companies Act, 2013, the Equity Shares in the Issue shall be allotted only in

dematerialised form. Further, as per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in

dematerialised form on the Stock Exchanges.

299

ISSUE STRUCTURE

Public Issue of 33,984,000 Equity Shares of face value of ` 10 each for cash at price of ̀ [●] (including a premium

of ` [●]) aggregating to ` [●] comprising of Fresh Issue of 22,656,000 Equity Shares aggregating to ` [●] million

by our Company, Offer for Sale of 11,328,000 Equity Shares aggregating to ` [●] by the Selling Shareholder. The

Issue comprises a net Issue to the public of 33,160,000 Equity Shares (“Net Issue”) and a reservation of up to

824,000 Equity Shares for subscription by Eligible Employees, being 2.42% of the Issue size. The Issue will

constitute 25.00% of the post- Issue paid-up Equity Share capital of our Company and the Net Issue will constitute

24.39% of the post- Issue paid-up Equity Share capital of our Company.

The Issue is being made through the Book Building Process.

Particulars Eligible Employees QIBs Non-Institutional

Bidders

Retail Individual

Bidders

Number of

Equity Shares

available for

Allotment/

allocation* (1)

Not more than

824,000 Equity

Shares available for

allocation

16,580,000 Equity Shares

or Net Issue less

allocation to Non-

Institutional Bidders and

Retail Individual Bidders

Not less than

4,974,000 Equity


allocation or Net Issue

less allocation to QIB

Bidders and Retail

Individual Bidders

Not less than

11,606,000 Equity


allocation or Net Issue

less allocation to QIB

Bidders and Non-

Institutional Bidders

Percentage of

Issue Size

available for

Allotment/

allocation

Approximately

2.42% of the Issue

Size

50% of the Net Issue size

shall be available for

allocation to QIBs.

However, up to 5% of the

QIB Portion will be

available for allocation

proportionately to Mutual

Funds only. Mutual

Funds participating in the

Mutual Fund Portion will

also be eligible for

allocation in the

remaining balance QIB

Portion. The

unsubscribed portion in

the Mutual Fund portion

will be available for

allocation to QIBs.

Not less than 15% of

the Net Issue or Net

Issue less allocation to

QIBs and Retail

Individual Bidders

Not less than 35% of

the Net Issue or the

Net Issue less

allocation to QIBs and

Non-Institutional

Bidders

Basis of

Allotment/

allocation if

respective

category is

oversubscribed*

Proportionate#

Proportionate as follows: (a) 829,000 Equity Shares

shall be available for

allocation on a

proportionate basis to

Mutual Funds only; and (b) 15,751,000 Equity

Shares shall be Allotted

on a proportionate basis to

all QIBs, including

Mutual Funds receiving

allocation as per (a) above

Proportionate Proportionate, subject

to minimum Bid Lot.

For details, see “Issue

Procedure – Part B –

Allotment Procedure

and Basis of Allotment

– Allotment to RIBs”

on page 335

Minimum Bid [●] Equity Shares

net of Employee

Discount and in

multiples of [●]

Such number of Equity

Shares that the Bid

Amount exceeds

`200,000 and in multiples

of [●] Equity Shares

thereafter


Shares that the Bid

Amount exceeds

`200,000 and in

multiples of [●] Equity

Shares thereafter

[●] Equity Shares net

of Retail Discount and

in multiples of [●]

Equity Shares

thereafter

Maximum Bid Such number of

Equity Shares, in


Shares, in multiples of [●]


Shares in multiples of

Such number of

Equity Shares in

300


Bidders

Retail Individual

Bidders

multiples of [●]

Equity Shares, so

that the Bid Amount

does not exceed `

500,000 on a net

basis. However,

Allotment to an

Eligible Employee

in the Employee

Reservation Portion

may exceed

`200,000 (which

will be less

Employee Discount)

only in the event of

an under-

subscription in the

Employee

Reservation Portion

and such

unsubscribed

portion may be

Allotted on a

proportionate basis

to Eligible

Employees Bidding

in the Employee

Reservation Portion,

for a value in excess

of `200,000, subject

to the total

Allotment to an

Eligible Employee

not exceeding

`500,000 (which

will be less

Employee

Discount).

Equity Shares not

exceeding the size of the

Issue, subject to

applicable limits to the

Bidder

[●] Equity Shares not

exceeding the size of

the Issue, subject to

applicable limits to the

Bidder

multiples of [●]

Equity Shares so that

the Bid Amount does

not exceed `200,000

Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter

Allotment Lot [●] Equity Shares and in multiples of one Equity Share thereafter

Trading Lot One Equity Share

Who can

apply(2)

Eligible Employees Public financial

institutions as specified in

section 2(72) of the

Companies Act, 2013,

scheduled commercial

banks, mutual funds, FPIs

other than Category III

foreign portfolio

investors, VCFs, AIFs,

FVCIs registered with

SEBI, multilateral and

bilateral development

financial institutions,

state industrial

Resident Indian

individuals, Eligible

NRIs, HUFs (in the

name of Karta),

companies, corporate

bodies, scientific

institutions societies

and trusts sub-accounts

of FIIs registered with

SEBI, which are

foreign corporates or

foreign individuals and

Category III foreign

portfolio investors

Resident Indian

individuals, Eligible

NRIs and HUFs (in

the name of Karta)

301


Bidders

Retail Individual

Bidders

development corporation,

insurance company

registered with IRDAI,

provident fund (subject to

applicable law) with

minimum corpus of `250

million, pension fund

with minimum corpus of

`250 million, in

accordance with

applicable law, National

Investment Fund set up by

the Government of India,

insurance funds set up and

managed by army, navy

or air force of the Union

of India and insurance

funds set up and managed

by the Department of

Posts, India

Terms of

Payment

Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder that is

specified in the ASBA Form at the time of submission of the ASBA Form(3)

* Assuming full subscription in the Issue.

(1) Subject to valid Bids being received at or above the Issue Price. This Issue is being made in accordance with

Rule 19(2)(b)(iii) of the SCRR and under the SEBI ICDR Regulations.

(2) In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose

name should also appear as the first holder of the beneficiary account held in joint names. The signature of

only such first Bidder would be required in the Bid cum Application Form and such first Bidder would be

deemed to have signed on behalf of the joint holders.

(3) Retail Discount of ` [●] to the Issue Price may be offered to the Retail Individual Bidders and the Employee

Discount of ` [●] to the Issue Price may be offered to Eligible Employees bidding in the Retail Portion and

Employee Reservation Portion, respectively.

#Eligible Employees Bidding in the Employee Reservation portion (if any) can Bid upto a Bid Amount of `

500,000. However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered

for allocation, in the first instance, for a Bid Amount of up to ` 200,000. In the event of under-subscription

in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment,

proportionately to all Eligible Employees who have Bid in excess of ` 200,000, subject to the maximum value

of Allotment made to such Eligible Employee not exceeding ` 500,000. Further, an Eligible Employee Bidding

in the Employee Reservation Portion (if any) can also Bid under the Net Issue and such Bids will not be

treated as multiple Bids.

The Issue is being made through the Book Building Process, in reliance of regulation 26(1) of the SEBI ICDR

Regulations, wherein 50% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional

Buyers (“QIBs”). 5% of the QIB Portion will be available for allocation on a proportionate basis to Mutual Funds

only, and the remainder of the QIB Portion will be available for allocation on a proportionate basis to all QIBs,

including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than

15% of the Issue will be available for allocation on a proportionate basis to Non- Institutional Bidders and not less

than 35% of the Issue will be available for allocation to Retail Individual Bidders, in accordance with the SEBI

ICDR Regulations, subject to valid Bids being received at or above the Issue Price.

Under subscription, if any, in any category except the QIB Category, would be met with spill-over from the other

categories (including the Employee Reservation Portion) at the discretion of our Company and the Selling

Shareholder, in consultation with the BRLMs and the Designated Stock Exchange.

A total of up to 824,000 Equity Shares aggregating to ` [●] million shall be available for allocation on a

proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price. Under-

302

subscription, if any, in the Employee Reservation Portion will be added back to the Net Issue to public.

Retail Discount

The Retail Discount, if any, will be offered to Retail Individual Bidders at the time of making a bid. Retail

Individual Bidders bidding at a price within the Price Band can make payment at the Bid Amount, at the time of

making a Bid. Retail Individual Bidders bidding at the Cut-Off Price have to ensure payment at the Cap Price at

the time of making a Bid. Retail Individual Bidders must ensure that the Bid Amount does not exceed ` 200,000.

Retail Individual Bidders must mention the Bid Amount while filling the Bid cum Application Form.

Employee Discount

The Employee Discount, if any, will be offered to the Eligible Employees bidding in the Employee Reservation

Portion, at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion bidding at

a price within the Price Band can make payment at the Bid Amount (which will be less Employee Discount) at

the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion bidding at the Cut-

Off Price have to ensure payment at the Cap Price, less Employee Discount, at the time of making a Bid. Eligible

Employees bidding in the Employee Reservation Portion are required to ensure that the Bid Amount (which will

be less Employee Discount) does not exceed ̀ 500,000 on a net basis. However, Allotment to an Eligible Employee

in the Employee Reservation Portion may exceed `200,000 (which will be less Employee Discount) on a net basis

only in the event of an under-subscription in the Employee Reservation Portion and such unsubscribed portion

may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion,

subject to the total Allotment to an Eligible Employee not exceeding `500,000 (which will be less Employee

Discount). Refer to “Issue Procedure - Maximum and Minimum Bid Size” on page 322.

Period of operation of subscription list

See “Terms of the Issue – Bid/ Issue Programme” on page 297.

303

ISSUE PROCEDURE

All Bidders should review the General Information Document for Investing in Public Issues prepared and issued

in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI and updated

circular dated November 10, 2015 notified by SEBI (CIR/CFD/POLICYCELL/11/2015) and SEBI circular

bearing number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 (“General Information

Document”) included below under “Part B – General Information Document”, which highlights the key rules,

processes and procedures applicable to public issues in general in accordance with the provisions of the

Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. The General Information Document has

been updated to reflect the enactments and regulations, to the extent applicable to a public issue. The General

Information Document is also available on the websites of the Stock Exchanges and the BRLMs. Please refer to

the relevant provisions of the General Information Document which are applicable to the Issue. All Designated

Intermediaries in relation to the Issue should ensure compliance with the SEBI circular

(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 in relation to clarifications on streamlining the

process of public issue of equity shares and convertibles.

Pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth

Amendment) Regulations, 2015, there have been certain changes in the issue procedure for initial public offerings

including making ASBA process mandatory for all Bidders, allowing registrar, share transfer agents, collecting

depository participants and stock brokers to accept application forms. Further, SEBI, by its circular

(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, reduced the time taken for listing after the closure

of an issue to six working days.

Our Company, the Selling Shareholder and the BRLMs do not accept any responsibility for the completeness and

accuracy of the information stated in this section and are not liable for any amendment, modification or change

in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised

to make their independent investigations and ensure that their Bids are submitted in accordance with applicable

laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them

under applicable law or as specified in this Draft Red Herring Prospectus.

PART A

Book Building Procedure

The Issue is being made through the Book Building Process, in reliance of Regulation 26(1) of the SEBI ICDR

Regulations, wherein 50% of the Net Issue shall be allotted to QIBs on a proportionate basis. Further 5% of the

QIB Category shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder

of the QIB Category shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual

Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue

shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the

Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR

Regulations, subject to valid Bids being received at or above the Issue Price. 824,000 Equity Shares aggregating

to ` [●] million shall be made available for allocation on a proportionate basis to the Eligible Employees bidding

in the Employee Reservation portion, subject to valid Bids being received at or above the Issue Price.

In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be

available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ` 200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ` 500,000.

The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation over ` 200,000), shall be

added to the Net Issue. In the event of under-subscription in the Net Issue, spill over to the extent of under-

subscription shall be allowed from the Employee Reservation Portion. Subject to valid Bids being received at or

above the Issue Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion would be

allowed to be met with spill-over from other categories or a combination of categories at the discretion of the

Selling Shareholder and our Company in consultation with the BRLMs and the Designated Stock Exchange, on a

proportionate basis, subject to applicable law. However, under-subscription, if any, in the QIB Portion will not be

allowed to be met with spill-over from other categories or a combination of categories. In accordance with Rule

19(2)(b)(iii) of the SCRR, the Issue will constitute at least 10% of the post Issue paid-up Equity Share capital of

our Company.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised

form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,

including DP ID, Client ID and PAN, shall be treated as incomplete and will be rejected. Bidders will not

304

have the option of being Allotted Equity Shares in physical form.

Bid cum Application Form

Copies of the ASBA Form and the abridged prospectus will be available with the Designated Intermediaries at

the Bidding Centers, and Registered Office of our Company. An electronic copy of the ASBA Form will also be

available for download on the websites of the NSE (www.nseindia.com) and the BSE (www.bseindia.com) at

least one day prior to the Bid/ Issue Opening Date.

All Bidders shall mandatorily participate in the Issue only through the ASBA process. ASBA Bidders must

provide bank account details and authorisation to block funds in the relevant space provided in the ASBA Form

and the ASBA Forms that do not contain such details will be rejected.

ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated

Intermediary, submitted at the Bidding Centers only (except in case of electronic ASBA Forms) and the ASBA

Forms not bearing such specified stamp are liable to be rejected.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum

Application Form*

Resident Indians and Eligible NRIs applying on a non-repatriation basis White Non-Residents including Eligible NRIs, FIIs, their sub-accounts (other than sub-

accounts which are foreign corporates or foreign individuals under the QIB Category),

FPI or FVCIs, registered multilateral and bilateral development financial institutions

applying on a repatriation basis

Blue

Eligible Employees bidding in the Employee Reservation Portion Pink * Excluding electronic Bid cum Application Form

Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms to the respective SCSB,

where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection

Bank.











and sales occur.


outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction,

except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholder and the

Book Running Lead Managers are not liable for any amendments or modification or changes in applicable laws

or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make

their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable

limits under laws or regulations.

Participation by our Promoter, Promoter Group, the BRLMs, the Syndicate Members and persons related

to the Promoter/Promoter Group/ BRLMs

The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in this Issue in any

manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the

BRLMs and the Syndicate Members may Bid for Equity Shares in the Issue, either in the QIB Category or in the

Non-Institutional Category as may be applicable to such Bidders, where the allocation is on a proportionate basis

and such subscription may be on their own account or on behalf of their clients. All categories of investors,

including associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose

of allocation to be made on a proportionate basis.

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Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along

with the Bid cum Application Form. Failing this, our Company and the Selling Shareholder reserve the right to

reject any Bid without assigning any reason thereof.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the

concerned schemes for which such Bids are made.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund

registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be

treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has

been made.

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related

instruments of any single company provided that the limit of 10% shall not be applicable for investments

in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should

own more than 10% of any company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI

Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorize their SCSB to block

their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and

eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorize their SCSB to

block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of

the Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents

(white in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form

meant for Non-Residents (blue in colour).

Bids by FPIs (including FIIs)

On January 07, 2014, SEBI notified the SEBI FPI Regulations pursuant to which the existing classes of portfolio

investors namely ‘foreign institutional investors’ and ‘qualified foreign investors’ will be subsumed under a new

category namely ‘foreign portfolio investors’ or ‘FPIs’. On March 13, 2014, the RBI amended the FEMA

Regulations and laid down conditions and requirements with respect to investment by FPIs in Indian companies.

In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI shall be

deemed to be a registered FPI until the expiry of the block of three years for which fees have been paid as per the

SEBI FII Regulations. Accordingly, such FIIs can participate in this Issue in accordance with Schedule 2 of the

FEMA Regulations. An FII shall not be eligible to invest as an FII after registering as an FPI under the SEBI FPI

Regulations.

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which

means the same set of ultimate beneficial owner(s) investing through multiple entities) must be below 10% of our

post- Issue Equity Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall

be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs put

together shall not exceed 24% of the paid-up Equity Share capital of our Company. The aggregate limit of 24%

may be increased up to the sectoral cap by way of a resolution passed by the Board of Directors followed by a

special resolution passed by the Shareholders of our Company and subject to prior intimation to RBI. In terms of

the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs

as well as holding of FIIs (being deemed FPIs) shall be included.

The existing individual and aggregate investment limits for an FII or sub account in our Company are 10% and

24% of the total paid-up Equity Share capital of our Company, respectively.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be

specified by the Government from time to time. Subject to compliance with all applicable Indian laws, rules,

regulations, guidelines and approvals in terms of Regulation 22 of the SEBI FPI Regulations, an FPI, other than

Category III foreign portfolio investor and unregulated broad based funds, which are classified as Category II

foreign portfolio investor by virtue of their investment manager being appropriately regulated, may issue,

subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as

any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it that are

listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly,

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only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an

appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with

‘know your client’ norms. An FPI is also required to ensure that no further issue or transfer of any offshore

derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign

regulatory authority.

As per the circular issued by SEBI on November 24, 2014, these investment restrictions shall apply to

subscribers of offshore derivative instruments (“ODIs”). Two or more subscribers of ODIs having a common

beneficial owner shall be considered together as a single subscriber of the ODI. In the event an investor has

investments as a FPI and as a subscriber of ODIs, these investment restrictions shall apply on the aggregate of

the FPI and ODI investments in our Company.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI FVCI Regulations and the SEBI AIF Regulations, inter-alia, prescribe the investment restrictions on

the VCFs, FVCIs and AIFs registered with SEBI.

The holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the

corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by

way of subscription to an initial public offering.

The category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III

AIF cannot invest more than 10% of the corpus in one investee company. A venture capital fund registered as a

category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of

subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not

re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF Regulation

until the existing fund or scheme managed by the fund is wound up. Our Company or the BRLMs shall not be

responsible for the loss, if any, incurred by the Bidder on account of conversion of foreign currency.

There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders (except Eligible

Employees Bidding in the Employee Reservation Portion (if any)) will be treated on the same basis with

other categories for the purpose of allocation.

All non-resident investors should note that refunds, dividends and other distributions, if any, will be

payable in Indian Rupees only and net of bank charges and commission.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,

a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be

attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholder reserve the

right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of

registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required

to be attached to the Bid cum Application Form, failing which our Company in consultation with the Selling

Shareholder, reserve the right to reject any Bid without assigning any reason.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation

Act, 1949, as amended (the “Banking Regulation Act”), and the Master Direction – Reserve Bank of India

(Financial Services provided by Banks) Directions, 2016, is 10% of the paid-up share capital of the investee

company or 10% of the banks’ own paid-up share capital and reserves, whichever is less. Further, the aggregate

investment in subsidiaries and other entities engaged in financial and non-financial services company cannot

exceed 20% of the bank’s paid-up share capital and reserves. A banking company may hold up to 30% of the

paid-up share capital of the investee company with the prior approval of the RBI provided that the investee

company is engaged in non-financial activities in which banking companies are permitted to engage under the

Banking Regulation Act.

Bids by SCSBs

SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated September 13,

2012 and January 2, 2013. Such SCSBs are required to ensure that for making applications on their own account

using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs.

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Further, such account shall be used solely for the purpose of making application in public issues and clear

demarcated funds should be available in such account for such applications.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of

registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company in

consultation with the Selling Shareholder reserves the right to reject any Bid without assigning any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority

(Investment) Regulations, 2000, as amended, are broadly set forth below:

(a) equity shares of a company: the lower of 10% of the investee company’s outstanding equity shares or 10%

of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;

(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer

or 15% of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all

companies belonging to the group, whichever is lower; and

(c) the industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer

or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount

of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and

(c) above, as the case may be.

Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and

circulars issued by IRDAI from time to time.

^The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with

investment assets of ` 2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with

investment assets of ` 500,000 million or more but less than ` 2,500,000 million.

Bids by provident funds/pension funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of `250

million, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident

fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company in consultation

with the Selling Shareholder reserve the right to reject any Bid, without assigning any reason thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered

societies, Eligible FPIs (including FIIs), AIIFs, Mutual Funds, insurance companies, insurance funds set up by

the army, navy or air force of India, insurance funds set up by the Department of Posts, India or the National

Investment Fund and provident funds with a minimum corpus of `250 million (subject to applicable law) and

pension funds with a minimum corpus of `250 million, a certified copy of the power of attorney or the relevant

resolution or authority, as the case may be, along with a certified copy of the memorandum of association and

articles of association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our

Company in consultation with the Selling Shareholder reserves the right to accept or reject any Bid in whole or in

part, in either case, without assigning any reason thereof.

Our Company and the Selling Shareholder, in consultation with the BRLMs, in their absolute discretion, reserve

the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum

Application Form.

Bids by Eligible Employees under the Employee Reservation Portion

The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to

ensure that the Bid Amount payable by the Eligible Employee does not exceed ` 500,000 on a net basis. However,

Allotment to an Eligible Employee in the Employee Reservation Portion may exceed `200,000 (which will be

less Employee Discount) only in the event of an under-subscription in the Employee Reservation Portion and such

unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee

Reservation Portion, for a value in excess of `200,000, subject to the total Allotment to an Eligible Employee not

exceeding ̀ 500,000 (which will be less Employee Discount). The Allotment in the Employee Reservation Portion

will be on a proportionate basis. Eligible Employees under the Employee Reservation Portion may Bid at Cut-off

Price.

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Bids under Employee Reservation Portion by Eligible Employees shall be:

(a) Made only in the prescribed Bid cum Application Form or Revision Form (i.e. pink colour form).

(b) The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as

to ensure that the Bid Amount payable by the Eligible Employee does not exceed ` 500,000. The maximum

Bid in this category by an Eligible Employee cannot exceed `500,000 on a net basis. However, Allotment

to an Eligible Employee in the Employee Reservation Portion may exceed `200,000 (which will be less

Employee Discount) only in the event of an under-subscription in the Employee Reservation Portion and

such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the

Employee Reservation Portion, for a value in excess of `200,000, subject to the total Allotment to an

Eligible Employee not exceeding `500,000 (which will be less Employee Discount).

(c) Eligible Employees should mention their employee number at the relevant place in the Bid cum Application

Form.

(d) The Bidder should be an Eligible Employee as defined above. In case of joint bids, the first Bidder shall be

an Eligible Employee.

(e) Only Eligible Employees would be eligible to apply in this Issue under the Employee Reservation Portion.

(f) Bids by Eligible Employees will have to Bid like any other Bidder. Only those Bids, which are received at

or above the Issue Price, would be considered for Allotment under this category.

(g) Eligible Employees can apply at Cut-off Price. The Bid must be for a minimum of [●] Equity Shares and

in multiples of [●] Equity Shares thereafter subject to a maximum Bid Amount of `500,000 on a net basis.

However, Allotment to an Eligible Employee in the Employee Reservation Portion may exceed ` 200,000

(which will be less Employee Discount) only in the event of an under-subscription in the Employee

Reservation Portion and such unsubscribed portion may be Allotted on a proportionate basis to Eligible

Employees Bidding in the Employee Reservation Portion, for a value in excess of ` 200,000, subject to the

total Allotment to an Eligible Employee not exceeding ` 500,000 (which will be less Employee Discount).

(h) Bid by Eligible Employees can be made also in the “Net Issue to the Public” and such Bids shall not be

treated as multiple Bids.

(i) If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Issue

Price, full allocation shall be made to the Eligible Employees to the extent of their demand.

(j) Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Issue. In

case of under-subscription in the Net Issue, spill over to the extent of under subscription shall be permitted

from the Employee Reservation Portion.

(k) If the aggregate demand in this category is greater than 824,000 Equity Shares at or above the Issue Price,

the allocation shall be made on a proportionate basis. For the method of proportionate basis of allocation,

see “Issue Procedure – Allotment Procedure and Basis of Allotment” on page 334.

The above information is given for the benefit of the Bidders. Our Company the Selling Shareholder and

the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations,

which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their

independent investigations and ensure that any single Bid from them does not exceed the applicable

investment limits or maximum number of the Equity Shares that can be held by them under applicable law

or regulation or as specified in this Draft Red Herring Prospectus.

In accordance with existing regulations, OCBs cannot participate in the Issue.

General Instructions

Do’s:

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law,

rules, regulations, guidelines and approvals;

2. Ensure that you have Bid within the Price Band;

3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

4. Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form;

5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted

to the Designated Intermediary at the Bidding Center within the prescribed time;

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6. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB

before submitting the ASBA Form to any of the Designated Intermediaries;

7. If the first applicant is not the bank account holder, ensure that the Bid cum Application Form is signed by

the account holder. Ensure that you have mentioned the correct bank account number in the Bid cum

Application Form;

8. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application

Forms;

9. In case of joint Bids, the Bid cum Application Form should contain the name of only the First Bidder whose

name should also appear as the first holder of the beneficiary account held in joint names;

10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for

all your Bid options from the concerned Designated Intermediary;

11. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original

Bid was placed and obtain a revised acknowledgment;

12. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,

who, in terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for

transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms

of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the

securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the

Central or the State Government and officials appointed by the courts and for investors residing in the State

of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming

the exemption granted to the beneficiary owner by a suitable description in the PAN field and the

beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as

per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned

will be rejected;

13. Ensure that the Demographic Details are updated, true and correct in all respects;

14. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule

to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate

under official seal;

15. Ensure that the category and the investor status is indicated;

16. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust, etc., relevant

documents are submitted;

17. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian

laws;

18. Ensure that the depository account is active, the correct DP ID, Client ID and the PAN are mentioned in

their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID and the PAN entered

into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable,

matches with the name, DP ID, Client ID and PAN available in the Depository database;

19. Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application

Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated

Intermediary, do not match with the DP ID, Client ID and PAN available in the Depository database, then

such Bids are liable to be rejected. Where the Bid cum Application Form is submitted in joint names, ensure

that the beneficiary account is also held in the same joint names and such names are in the same sequence

in which they appear in the Bid cum Application Form;

20. Ensure that you tick the correct investor category, as applicable, in the Bid cum Application Form to ensure

proper upload of your Bid in the online IPO system of the Stock Exchanges;

21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per

the Bid cum Application Form and the Red Herring Prospectus;

22. Ensure while bidding through a Designated Intermediary that the Bid cum Application Form is submitted

to a Designated Intermediary only in the Specified Locations and that the SCSB where the ASBA Account,

as specified in the Bid cum Application Form, is maintained has named at least one branch at that location

for the Designated Intermediary to deposit Bid cum Application Forms (a list of such branches is available

on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries);

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries

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23. Ensure that you have mentioned the correct ASBA Account number in the ASBA Form;

24. Ensure that you have correctly signed the authorization/undertaking box in the ASBA Form, or have

otherwise provided an authorisation to the SCSB via the electronic mode, for blocking funds in the ASBA

Account equivalent to the Bid Amount mentioned in the ASBA Form; and

25. Bids on a repatriation basis shall be in the names of individuals, or in the name of Eligible NRIs, FIIs, FPIs,

but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their

nominees. Bids by Eligible NRIs for a Bid Amount of up to ` 200,000 would be considered under the Retail

Portion for the purposes of allocation and Bids for a Bid Amount of more than ` 200,000 would be

considered under Non-Institutional Portion for the purposes of allocation.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied

with.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not submit revised Bid at a price less than the Floor Price or higher than the Cap Price;

3. Do not Bid on another Bid cum Application Form after you have submitted a Bid to the Designated

Intermediary;

4. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by

stock invest;

5. The payment of the Bid Amount in any mode other than blocked amounts in the bank account maintained

with an SCSB shall not be accepted under the ASBA process;

6. Do not send Bid cum Application Forms by post; instead submit the same to a Designated Intermediary

only;

7. Do not submit the Bid cum Application Forms to the Escrow Collection Bank(s) (assuming that such bank

is not a SCSB), our Company, the Selling Shareholder or the Registrar to the Issue (assuming that the

Registrar to the Issue is not one of the RTAs);

8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);

9. Do not Bid for a Bid Amount exceeding `200,000 (for Bids by Retail Individual Bidders);

10. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size

and/ or investment limit or maximum number of the Equity Shares that can be held under the applicable

laws or regulations or maximum amount permissible under the applicable regulations or under the terms of

the Red Herring Prospectus;

11. Do not instruct your respective banks to release the funds blocked in your ASBA Account;

12. Do not submit the General Index Register number instead of the PAN;

13. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are blocked in the

relevant ASBA Account;

14. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum

Application Forms in a colour prescribed for another category of Bidder;

15. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your

relevant constitutional documents or otherwise;

16. Do not submit your Bid after 3.00 pm on the Issue Closing Date;

17. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors

having valid depository accounts as per demographic details provided by the Depository);

18. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the

Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor;

19. Do not submit Bids to a Designated Intermediary at a location other than specified locations;

20. Do not submit Bids to a Designated Intermediary unless the SCSB where the ASBA Account is

maintained, as specified in the Bid cum Application Form, has named at least one branch in that location

for the Designated Intermediary to deposit the Bid cum Application Forms.

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The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied

with.

Grounds for Technical Rejections

In addition to the grounds for rejection of Bids on technical grounds as provided in the sub-section titled “Part B

– General Information Document for Investing in Public Issues – Issue Procedure in Book Built Issue – Rejection

& Responsibility for Upload of Bids – Grounds for Technical Rejections” on page 332, Bidders are requested to

note that Bids may be rejected on the following additional technical grounds.

1. Bid submitted without instruction to the SCSB to block the entire Bid Amount;

2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;

3. Bids submitted on a plain paper;

4. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;

5. Bids submitted without the signature of the First Bidder or sole Bidder;

6. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;

7. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended

for credit” in terms of SEBI circular (reference number: CIR/MRD/DP/ 22 /2010) dated July 29, 2010;

8. GIR number furnished instead of PAN;

9. Bids by Retail Individual Bidders or Eligible Employees Bidding in the Employee Reservation Portion (if

any) with Bid Amount for a value of more than ` 200,000 or ` 500,000, respectively;

10. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,

guidelines and approvals;

11. Bids accompanied by stockinvest, money order, postal order or cash; and

12. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Issue Closing Date and by Non-Institutional Bidders

uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, and Bids by Retail Individual Bidders and Eligible

Employees Bidding in the Employee Reservation Portion (if any) uploaded after 5.00 p.m. on the Bid/ Issue

Closing Date, unless extended by the Stock Exchanges.

Pre- Issue Advertisement

Subject to section 30 of the Companies Act, 2013, our Company shall, after registering the Red Herring Prospectus

with the RoC, publish a pre- Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in: (i)

all editions of English national daily newspaper Business Standard; (ii) all editions of Hindi national daily

newspaper Business Standard; and (iii) Kochi edition of Malayalam daily newspaper Mathrubhumi, each with

wide circulation.

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company, the Selling Shareholder and the Syndicate intend to enter into an Underwriting Agreement

after the finalisation of the Issue Price.

(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC

in accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will

contain details of the Issue Price, Issue size and underwriting arrangements and will be complete in all

material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of section 38 of the

Companies Act, 2013, which is reproduced below:

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“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing

for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different

combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or

to any other person in a fictitious name, shall be liable for action under section 447.”

The liability prescribed under section 447 of the Companies Act, 2013 includes imprisonment for a term which

shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest,

such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud,

extending up to three times of such amount.

Undertakings by our Company

Our Company undertakes the following:

if our Company or the Selling Shareholder do not proceed with the Issue after the Issue Closing Date, the

reason thereof shall be given as a public notice in the newspapers to be issued by our Company within two

days of the Issue Closing Date. The public notice shall be issued in the same newspapers in which the pre-

Issue advertisement was published. The stock exchanges on which the Equity Shares are proposed to be listed

shall also be informed promptly;

if our Company and the Selling Shareholder withdraw the Issue after the Issue Closing Date, our Company

shall be required to file a fresh offer document with the RoC / SEBI, in the event our Company and / or any

Selling Shareholder subsequently decides to proceed with the Issue;

the complaints received in respect of the Issue shall be attended to by our Company expeditiously and

satisfactorily;

all steps shall be taken to ensure that listing and commencement of trading of the Equity Shares at all the

Stock Exchanges where the Equity Shares are proposed to be listed are taken within six Working Days of

Issue Closing Date or such time as prescribed;

if Allotment is not made within the prescribed time period under applicable law, the entire subscription

amount received will be refunded/unblocked within the time prescribed under applicable law. If there is delay

beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the

ICDR Regulations and applicable law for the delayed period;

the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed shall be made

available to the Registrar to the Issue by our Company;

where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable

communication shall be sent to the applicant within six Working Days from the Issue Closing Date, giving

details of the bank where refunds shall be credited along with amount and expected date of electronic credit

of refund;

except as disclosed in this Draft Red Herring Prospectus, no further issue of the Equity Shares shall be made

till the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies are

refunded/ unblocked in ASBA Account on account of non-listing, under-subscription, etc.; and

adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders.

Undertakings by the Selling Shareholder

The Selling Shareholder undertakes the following that:

The Equity Shares are free and clear of all liens or encumbrances and shall be transferred to the successful

Bidders within the specified time;

None of the Equity Shares of our Company held by it are pledged with any bank or financial institution as

collateral security for loans granted by such banks or financial institutions or with any other creditor;

There shall be no recourse to the proceeds of the Issue until the final listing and trading approvals have been

obtained from all the Stock Exchanges where listing is proposed.

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If the permission to deal in and for quotation of Equity Shares of our Company held by the President of India,

acting through Ministry of Shipping, Government of India as part of the offer for sale portion in the Issue

(“Offer for Sale Shares”), is not granted by any of the Stock Exchanges, the Selling Shareholder shall

forthwith repay, without interest, all moneys received from the applicants in pursuance of the Red Herring

Prospectus. If such money is not repaid within 15 days after the Selling Shareholder becomes liable to repay

it, then Selling Shareholder shall, on and from expiry of 15 days, be liable to repay the money, with interest

in accordance with the applicable law;

In relation to the Offer for Sale Shares, the funds required for making refunds to unsuccessful applicants or

dispatch of allotment advice by registered post or speed post as per the modes described in the Red Herring

Prospectus and the Prospectus shall be made available to the Registrar to the Issue;

Where the refunds are made through electronic transfer of funds, suitable communication shall be sent to the

applicant(s) within six working days of Bid/Issue Closing Date, or such other time period as may be

prescribed by SEBI, giving details of the bank(s) where refunds shall be credited along with the amount and

expected date of electronic refund;

The certificates of the securities/refund orders or allotment advice to the Bidders, including those to non-

residents Indians shall be dispatched within the specified time;

It will take all such steps as may be required to ensure that the Equity Shares are available for transfer in the

Offer for Sale;

It will not sell, transfer, dispose of in any manner or create any lien, charge or encumbrance on the Equity

Shares available in the Offer for Sale;

It shall not sell or transfer, charge, pledge or otherwise encumber any locked-in Equity Shares proposed to

form part of minimum promoter’s contribution during the period starting from the date of filing the draft red

herring prospectus with Securities and Exchange Board of India till the date of commencement of lock-in

period, as stated in the Draft Red Herring Prospectus and thereafter, till such time that the lock-in remains

effective, save and except as may be permitted under the SEBI ICDR Regulations, including inter-se transfer

under regulation 40 of the SEBI ICDR Regulations; and

It has authorized the Compliance Officer of our Company and the Registrar to the Issue to redress any

complaints received from Bidders in respect of the Offer for Sale.

Utilisation of Issue Proceeds

The Board of Directors certify that:

all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other than

the bank account referred to in sub-section (3) of section 40 of the Companies Act, 2013;

details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till the

time any part of the Issue proceeds remains unutilised, under an appropriate head in the balance sheet of our

Company indicating the purpose for which such monies have been utilised;

details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate

head in the balance sheet indicating the form in which such unutilised monies have been invested;

the utilisation of monies received under the Promoters’ contribution, if any, shall be disclosed, and continue

to be disclosed till the time any part of the Issue Proceeds remains unutilised, under an appropriate head in

the balance sheet of our Company indicating the purpose for which such monies have been utilised; and

the details of all unutilised monies out of the funds received under the Promoters’ contribution, if any, shall

be disclosed under a separate head in the balance sheet of our Company indicating the form in which such

unutilised monies have been invested.

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PART B

General Information Document for Investing in Public Issues

This General Information Document highlights the key rules, processes and procedures applicable to public issues

in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations.

Bidders/Applicants should not construe the contents of this General Information Document as legal advice and

should consult their own legal counsel and other advisors in relation to the legal matters concerning the Issue.

For taking an investment decision, the Bidders/Applicants should rely on their own examination of the Issuer and

the Issue, and should carefully read the Red Herring Prospectus/Prospectus before investing in the Issue.

SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)

This document is applicable to the public issues undertaken through the Book-Building Process as well as to the

Fixed Price Issue. The purpose of the “General Information Document for Investing in Public Issues” is to provide

general guidance to potential Bidders/Applicants in IPOs and FPOs, on the processes and procedures governing

IPOs and FPOs, undertaken in accordance with the provisions of the SEBI ICDR Regulations.

Bidders/Applicants should note that investment in equity and equity related securities involves risk and

Bidder/Applicant should not invest any funds in the Issue unless they can afford to take the risk of losing their

investment. The specific terms relating to securities and/or for subscribing to securities in an Issue and the relevant

information about the Issuer undertaking the Issue are set out in the Red Herring Prospectus (“RHP”)/Prospectus

filed by the Issuer with the Registrar of Companies (“RoC”). Bidders/Applicants should carefully read the entire

RHP/Prospectus and the Bid cum Application Form/Application Form and the Abridged Prospectus of the Issuer

in which they are proposing to invest through the Issue. In case of any difference in interpretation or conflict

and/or overlap between the disclosure included in this document and the RHP/Prospectus, the disclosures in the

RHP/Prospectus shall prevail. The RHP/Prospectus of the Issuer is available on the websites of stock exchanges,

on the website(s) of the BRLM(s) to the Issue and on the website of Securities and Exchange Board of India

(“SEBI”) at www.sebi.gov.in.

For the definitions of capitalized terms and abbreviations used herein Bidders/Applicants may see “Glossary and

Abbreviations”.

SECTION 2: BRIEF INTRODUCTION TO IPOs/FPOs

2.1 Initial public offer (IPO)

An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and may

include an offer for sale of specified securities to the public by any existing holder of such securities in

an unlisted Issuer.

For undertaking an IPO, an Issuer is inter-alia required to comply with the eligibility requirements of in

terms of either regulation 26(1) or regulation 26(2) of the SEBI ICDR Regulations. For details of

compliance with the eligibility requirements by the Issuer, Bidders/Applicants may refer to the

RHP/Prospectus.

2.2 Further public offer (FPO)

An FPO means an offer of specified securities by a listed Issuer to the public for subscription and may

include offer for sale of specified securities to the public by any existing holder of such securities in a

listed Issuer.

For undertaking an FPO, the Issuer is inter-alia required to comply with the eligibility requirements in

terms of regulation 26/ regulation 27 of the SEBI ICDR Regulations. For details of compliance with the

eligibility requirements by the Issuer, Bidders/Applicants may refer to the RHP/Prospectus.

2.3 Other Eligibility Requirements:

In addition to the eligibility requirements specified in paragraphs 2.1 and 2.2, an Issuer proposing to

undertake an IPO or an FPO is required to comply with various other requirements as specified in the

SEBI ICDR Regulations, the Companies Act, 2013, the Companies Act, 1956 (to the extent applicable),

the Securities Contracts (Regulation) Rules, 1957 (“SCRR”), industry-specific regulations, if any, and

other applicable laws for the time being in force.

For details in relation to the above Bidders/Applicants may refer to the RHP/Prospectus.

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2.4 Types of Public Issues – Fixed Price Issues and Book Built Issues

In accordance with the provisions of the SEBI ICDR Regulations, an Issuer can either determine the

Issue Price through the Book Building Process (“Book Built Issue”) or undertake a Fixed Price Issue

(“Fixed Price Issue”). An Issuer may mention Floor Price or Price Band in the RHP (in case of a Book

Built Issue) and a Price or Price Band in the draft prospectus (in case of a Fixed Price Issue) and determine

the price at a later date before registering the Prospectus with the Registrar of Companies.

The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall

announce the Price or the Floor Price or the Price Band through advertisement in all newspapers in which

the pre-issue advertisement was given at least five Working Days before the Bid/ Issue Opening Date, in

case of an IPO and at least one Working Day before the Bid/ Issue Opening Date, in case of an FPO.

The Floor Price or the Issue price cannot be lesser than the face value of the securities.

Bidders/Applicants should refer to the RHP/Prospectus or Issue advertisements to check whether the

Issue is a Book Built Issue or a Fixed Price Issue.

2.5 ISSUE PERIOD

The Issue may be kept open for a minimum of three Working Days (for all category of

Bidders/Applicants) and not more than 10 Working Days. Bidders/Applicants are advised to refer to the

Bid cum Application Form and Abridged Prospectus or RHP/Prospectus for details of the Bid/ Issue

Period. Details of Bid/ Issue Period are also available on the website of the Stock Exchange(s).

In case of a Book Built Issue, the Issuer may close the Bid/ Issue Period for QIBs one Working Day prior

to the Bid/ Issue Closing Date if disclosures to that effect are made in the RHP. In case of revision of the

Floor Price or Price Band in Book Built Issues, the Bid/Issue Period may be extended by at least three

Working Days, subject to the total Bid/Issue Period not exceeding 10 Working Days. For details of any

revision of the Floor Price or Price Band, Bidders/Applicants may check the announcements made by

the Issuer on the websites of the Stock Exchanges, and the advertisement in the newspaper(s) issued in

this regard.

2.6 FLOWCHART OF TIMELINES

A flow chart of process flow in Fixed Price and Book Built Issues is as follows. Bidders/Applicants may

note that this is not applicable for Fast Track FPOs:

In case of Issue other than Book Build Issue (Fixed Price Issue) the process at the following of

the below mentioned steps shall be read as:

(a) Step 7: Determination of Issue Date and Price

(b) Step 10: Applicant submits ASBA Form with any of the Designated Intermediaries

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SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN THE ISSUE

Each Bidder/Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain

categories of Bidders/Applicants, such as NRIs, FIIs, FPIs and FVCIs may not be allowed to Bid/Apply in the

Issue or to hold Equity Shares, in excess of certain limits specified under applicable law. Bidders/Applicants are

requested to refer to the RHP/Prospectus for more details.

Subject to the above, an illustrative list of Bidders/Applicants is as follows:

Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, in single

or joint names (not more than three);

Bids/Applications belonging to an account for the benefit of a minor (under guardianship);

Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/Applicant should specify

that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as

follows: “Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ,

where XYZ is the name of the Karta”. Bids/Applications by HUFs may be considered at par with

Bids/Applications from individuals;

Companies, corporate bodies and societies registered under applicable law in India and authorised to invest in

equity shares;

QIBs;

NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;

Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and the SEBI

ICDR Regulations and other laws, as applicable);

FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or foreign

individual, bidding under the QIBs category;

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Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under the

Non Institutional Bidder (“NIBs”) category;

FPIs other than Category III foreign portfolio investors Bidding under the QIBs category;

FPIs which are Category III foreign portfolio investors, Bidding under the NIBs category;

Scientific and/or industrial research organisations authorised in India to invest in the Equity Shares;

Trusts/societies registered under the Societies Registration Act, 1860, or under any other law relating to

trusts/societies and who are authorised under their respective constitutions to hold and invest in equity shares;

Limited liability partnerships registered under the Limited Liability Partnership Act, 2008;

Any other person eligible to Bid/Apply in the Issue, under the laws, rules, regulations, guidelines and policies

applicable to them and under Indian laws; and

As per the existing regulations, OCBs are not allowed to participate in the Issue.

SECTION 4: APPLYING IN THE ISSUE

Book Built Issue: Bidders should only use the specified ASBA Form (or in case of Anchor Investors, the Anchor

Investor Application Form) bearing the stamp of a Designated Intermediary, as available or downloaded from the

websites of the Stock Exchanges. Bid cum Application Forms are available with the book running lead managers,

the Designated Intermediaries at the Bidding Centres and at the registered office of the Issuer. Electronic Bid cum

Application Forms will be available on the websites of the Stock Exchanges at least one day prior to the Bid/ Issue

Opening Date. For further details, regarding availability of Bid cum Application Forms, Bidders may refer to the

RHP/Prospectus.

Fixed Price Issue: Applicants should only use the specified Bid cum Application Form bearing the stamp of the

relevant Designated Intermediaries, as available or downloaded from the websites of the Stock Exchanges.

Application Forms are available with the Designated Branches of the SCSBs and at the Registered Office of the

Issuer. For further details, regarding availability of Application Forms, Applicants may refer to the Prospectus.

Bidders/Applicants should ensure that they apply in the appropriate category. The prescribed colour of the Bid

cum Application Form for various categories of Bidders/Applicants is as follows:

Category Colour of the Bid cum

Application Form

Resident Indian, Eligible NRIs applying on a non repatriation basis White NRIs, FVCIs, FIIs, their sub-accounts (other than sub-accounts which are foreign

corporate(s) or foreign individuals bidding under the QIB), FPIs, on a repatriation

basis

Blue

Anchor Investors (where applicable) and Bidders Bidding/applying in the reserved

category

As specified by the

Issuer

Securities issued in an IPO can only be in dematerialized form in compliance with section 29 of the Companies

Act, 2013. Bidders/Applicants will not have the option of getting the Allotment of specified securities in physical

form. However, they may get the specified securities rematerialised subsequent to Allotment.

4.1 INSTRUCTIONS FOR FILLING THE BID CUM APPLICATION FORM/APPLICATION

FORM

Bidders/Applicants may note that forms not filled completely or correctly as per instructions provided in

this GID, the RHP and the Bid cum Application Form/Application Form are liable to be rejected.

Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the

Bid cum Application Form. Specific instructions for filling various fields of the Resident Bid cum

Application Form and Non-Resident Bid cum Application Form and samples are provided below.

The samples of the Bid cum Application Form for resident Bidders and the Bid cum Application Form

for non-resident Bidders are reproduced below:

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4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST

BIDDER/APPLICANT

(a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as the

name in which the Depository Account is held.

(b) Mandatory Fields: Bidders/Applicants should note that the name and address fields are

compulsory and e-mail and/or telephone number/mobile number fields are optional.

Bidders/Applicants should note that the contact details mentioned in the Bid cum Application

Form/Application Form may be used to dispatch communications in case the communication

sent to the address available with the Depositories are returned undelivered or are not available.

The contact details provided in the Bid cum Application Form may be used by the Issuer, the

Designated Intermediaries and the Registrar to the Issue only for correspondence(s) related to

the Issue and for no other purposes.

(c) Joint Bids/Applications: In the case of Joint Bids/Applications, the Bids/Applications should

be made in the name of the Bidder/Applicant whose name appears first in the Depository

account. The name so entered should be the same as it appears in the Depository records. The

signature of only such first Bidder/Applicant would be required in the Bid cum Application

Form/Application Form and such first Bidder/Applicant would be deemed to have signed on

behalf of the joint holders.

(d) Impersonation: Attention of the Bidders/Applicants is specifically drawn to the provisions of

sub-section (1) of section 38 of the Companies Act, 2013 which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for

acquiring, or subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or

in different combinations of his name or surname for acquiring or subscribing for

its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer

of, securities to him, or to any other person in a fictitious name,

shall be liable for action under section 447.”

The liability prescribed under section 447 of the Companies Act, 2013 includes imprisonment

for a term which shall not be less than six months extending up to 10 years (provided that where

the fraud involves public interest, such term shall not be less than three years) and fine of an

amount not less than the amount involved in the fraud, extending up to three times of such

amount.

(e) Nomination Facility to Bidder/Applicant: Nomination facility is available in accordance with

the provisions of section 72 of the Companies Act, 2013. In case of Allotment of the Equity

Shares in dematerialized form, there is no need to make a separate nomination as the nomination

registered with the Depository may prevail. For changing nominations, the Bidders/Applicants

should inform their respective DP.

4.1.2 FIELD NUMBER 2: PAN OF SOLE/FIRST BIDDER/APPLICANT

(a) PAN (of the sole/first Bidder/Applicant) provided in the Bid cum Application Form/Application

Form should be exactly the same as the PAN of the person in whose sole or first name the

relevant beneficiary account is held as per the Depositories’ records.

(b) PAN is the sole identification number for participants transacting in the securities market

irrespective of the amount of transaction except for Bids/Applications on behalf of the Central

or State Government, Bids/Applications by officials appointed by the courts and

Bids/Applications by Bidders/Applicants residing in Sikkim (“PAN Exempted

Bidders/Applicants”). Consequently, all Bidders/Applicants, other than the PAN Exempted

Bidders/Applicants, are required to disclose their PAN in the Bid cum Application

Form/Application Form, irrespective of the Bid/Application Amount. Bids/Applications by the

Bidders/Applicants whose PAN is not available as per the Demographic Details available in

their Depository records, are liable to be rejected.

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(c) The exemption for the PAN Exempted Bidders/Applicants is subject to (a) the Demographic

Details received from the respective Depositories confirming the exemption granted to the

beneficiary owner by a suitable description in the PAN field and the beneficiary account

remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the

Demographic Details evidencing the same.

(d) Bid cum Application Forms which provide the GIR Number instead of PAN may be rejected.

(e) Bids/Applications by Bidders/Applicants whose demat accounts have been ‘suspended for

credit’ are liable to be rejected pursuant to the circular issued by SEBI on July 29, 2010, bearing

number CIR/MRD/DP/22/2010. Such accounts are classified as “Inactive demat accounts” and

Demographic Details are not provided by depositories.

4.1.3 FIELD NUMBER 3: BIDDERS/APPLICANTS DEPOSITORY ACCOUNT DETAILS

(a) Bidders/Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid

cum Application Form/Application Form. The DP ID and Client ID provided in the Bid cum

Application Form/Application Form should match with the DP ID and Client ID available in

the Depository database, otherwise, the Bid cum Application Form is liable to be rejected.

(b) Bidders/Applicants should ensure that the beneficiary account provided in the Bid cum

Application Form/Application Form is active.

(c) Bidders/Applicants should note that on the basis of the DP ID and Client ID as provided in the

Bid cum Application Form/Application Form, the Bidder/Applicant may be deemed to have

authorized the Depositories to provide to the Registrar to the Issue, any requested Demographic

Details of the Bidder/Applicant as available on the records of the depositories. These

Demographic Details may be used, among other things, for other correspondence(s) related to

the Issue.

(d) Bidders/Applicants are, advised to update any changes to their Demographic Details as available

in the records of the Depository Participant to ensure accuracy of records. Any delay resulting

from failure to update the Demographic Details would be at the Bidders/Applicants’ sole risk.

4.1.4 FIELD NUMBER 4: BID OPTIONS

(a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be

disclosed in the Prospectus/RHP by the Issuer. The Issuer is required to announce the Floor

Price or Price Band, minimum Bid Lot and Discount (if applicable) by way of an advertisement

in at least one English, one Hindi and one regional newspaper, with wide circulation, at least

five Working Days before Bid/ Issue Opening Date in case of an IPO, and at least one Working

Day before Bid/ Issue Opening Date in case of an FPO.

(b) The Bidders may Bid at or above Floor Price or within the Price Band for IPOs/FPOs undertaken

through the Book Building Process. In the case of Alternate Book Building Process for an FPO,

the Bidders may Bid at Floor Price or any price above the Floor Price (for further details Bidders

may refer to section 5.6 (e)).

(c) Cut-Off Price: Retail Individual Bidders or Employees or Retail Individual Shareholders can

Bid at the Cut-off Price indicating their agreement to Bid for and purchase the Equity Shares at

the Issue Price as determined at the end of the Book Building Process. Bidding at the Cut-off

Price is prohibited for QIBs and NIBs and such Bids from QIBs and NIBs may be rejected.

(d) Minimum Application Value and Bid Lot: The Issuer in consultation with the BRLMs may

decide the minimum number of Equity Shares for each Bid to ensure that the minimum

application value is within the range of `10,000 to `15,000. The minimum Bid Lot is

accordingly determined by an Issuer on basis of such minimum application value.

(e) Allotment: The Allotment of specified securities to each RIB shall not be less than the

minimum Bid Lot, subject to availability of shares in the RIB category, and the remaining

available shares, if any, shall be Allotted on a proportionate basis. For details of the Bid Lot,

Bidders may to the RHP/Prospectus or the advertisement regarding the Price Band published

by the Issuer.

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4.1.4.1 Maximum and Minimum Bid Size

(a) The Bidder may Bid for the desired number of Equity Shares at a specific price. Bids by Retail

Individual Bidders, Employees and Retail Individual Shareholders must be for such number of

shares so as to ensure that the Bid Amount less Discount (as applicable), payable by the Bidder

does not exceed `200,000.

(b) In case the Bid Amount exceeds `200,000 due to revision of the Bid or any other reason, the

Bid may be considered for allocation under the Non-Institutional Category, with it not being

eligible for Discount then such Bid may be rejected if it is at the Cut-off Price.

(c) For NRIs, a Bid Amount of up to `200,000 may be considered under the Retail Category for

the purposes of allocation and a Bid Amount exceeding `200,000 may be considered under the

Non-Institutional Category for the purposes of allocation.

(d) Bids by QIBs and NIBs must be for such minimum number of shares such that the Bid Amount

exceeds `200,000 and in multiples of such number of Equity Shares thereafter, as may be

disclosed in the Bid cum Application Form and the RHP/Prospectus, or as advertised by the

Issuer, as the case may be. NIBs and QIBs are not allowed to Bid at Cut-off Price.

(e) RIB may revise or withdraw their Bids until Bid/Issue Closing Date. QIBs and NIB’s cannot

withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any

stage after Bidding and are required to pay the Bid Amount upon submission of the Bid.

(a) In case the Bid Amount reduces to `200,000 or less due to a revision of the Price Band, Bids by

the NIBs who are eligible for allocation in the Retail Category would be considered for

allocation under the Retail Category.

(b) For Anchor Investors, if applicable, the Bid Amount shall be least `10 crores. One-third of the

Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids

being received from domestic Mutual Funds at or above the price at which allocation is being

done to other Anchor Investors. Bids by various schemes of a Mutual Fund shall be aggregated

to determine the Bid Amount. A Bid cannot be submitted for more than 60% of the QIB

Category under the Anchor Investor Portion. Anchor Investors cannot withdraw their Bids or

lower the size of their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any

stage after the Anchor Investor Bid/ Issue Period and are required to pay the Bid Amount at the

time of submission of the Bid. In case the Anchor Investor Issue Price is lower than the Issue

Price, the balance amount shall be payable as per the pay-in-date mentioned in the revised CAN.

In case the Issue Price is lower than the Anchor Investor Issue Price, the amount in excess of

the Issue Price paid by the Anchor Investors shall not be refunded to them.

(c) A Bid cannot be submitted for more than the Issue size.

(d) The maximum Bid by any Bidder including QIB Bidder should not exceed the investment limits

prescribed for them under the applicable laws.

(e) The price and quantity options submitted by the Bidder in the Bid cum Application Form may

be treated as optional bids from the Bidder and may not be cumulated. After determination of

the Issue Price, the highest number of Equity Shares Bid for by a Bidder at or above the Issue

Price may be considered for Allotment and the rest of the Bid(s), irrespective of the Bid Amount

may automatically become invalid. This is not applicable in case of FPOs undertaken through

Alternate Book Building Process (For details of Bidders may refer to (section 5.6 (e))

4.1.4.2 Multiple Bids

(a) Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make

a maximum of three Bids at different price levels in the Bid cum Application Form and such

options are not considered as multiple Bids.

Submission of a second Bid cum Application Form to either the same or to another Designated

Intermediary and duplicate copies of Bid cum Application Forms bearing the same application

number shall be treated as multiple Bids and are liable to be rejected.

(b) Bidders are requested to note the following procedures may be followed by the Registrar to the

Issue to detect multiple Bids:

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(i) All Bids may be checked for common PAN as per the records of the Depository. For

Bidders other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN may

be treated as multiple Bids by a Bidder and may be rejected.

(ii) For Bids from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well

as Bids on behalf of the PAN Exempted Bidders, the Bid cum Application Forms may be

checked for common DP ID and Client ID. Such Bids which have the same DP ID and

Client ID may be treated as multiple Bids and are liable to be rejected.

(c) The following Bids may not be treated as multiple Bids:

(i) Bids by Reserved Categories Bidding in their respective Reservation Portion as well as

bids made by them in the Net Issue portion in public category.

(ii) Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual Fund

provided that the Bids clearly indicate the scheme for which the Bid has been made.

(iii) Bids by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts) submitted

with the same PAN but with different beneficiary account numbers, Client IDs and DP

IDs.

(iv) Bids by Anchor Investors under the Anchor Investor Portion and the QIB Category.

4.1.5 FIELD NUMBER 5: CATEGORY OF BIDDERS

(a) The categories of Bidders identified as per the SEBI ICDR Regulations for the purpose of

Bidding, allocation and Allotment in the Issue are RIBs, NIBs and QIBs.

(b) Up to 60% of the QIB Category can be allocated by the Issuer, on a discretionary basis subject

to the criteria of minimum and maximum number of Anchor Investors based on allocation size,

to the Anchor Investors, in accordance with SEBI ICDR Regulations, with one-third of the

Anchor Investor Portion reserved for domestic Mutual Funds subject to valid Bids being

received at or above the Issue Price. For details regarding allocation to Anchor Investors,

Bidders may refer to the RHP/Prospectus.

(c) An Issuer can make reservation for certain categories of Bidders/Applicants as permitted under

the SEBI ICDR Regulations. For details of any reservations made in the Issue,

Bidders/Applicants may refer to the RHP/Prospectus.

(d) The SEBI ICDR Regulations specify the allocation or Allotment that may be made to various

categories of Bidders in an Issue depending upon compliance with the eligibility conditions.

Details pertaining to allocation are disclosed on reverse side of the Revision Form. For Issue

specific details in relation to allocation Bidder/Applicant may refer to the RHP/Prospectus.

4.1.6 FIELD NUMBER 6: INVESTOR STATUS

(a) Each Bidder/Applicant should check whether it is eligible to apply under applicable law and

ensure that any prospective Allotment to it in the Issue is in compliance with the investment

restrictions under applicable law.

(b) Certain categories of Bidders/Applicants, such as NRIs, FPIs and FVCIs may not be allowed to

Bid/Apply in the Issue or hold Equity Shares exceeding certain limits specified under applicable

law. Bidders/Applicants are requested to refer to the RHP/Prospectus for more details.

(c) Bidders/Applicants should check whether they are eligible to apply on non-repatriation basis or

repatriation basis and should accordingly provide the investor status. Details regarding investor

status are different in the Resident Bid cum Application Form and Non-Resident Bid cum

Application Form.

(d) Bidders/Applicants should ensure that their investor status is updated in the Depository records.

4.1.7 FIELD NUMBER 7: PAYMENT DETAILS

(a) The full Bid Amount (net of any Discount, as applicable) shall be blocked in the ASBA Account

based on the authorisation provided in the ASBA Form. If Discount is applicable in the Issue,

RIBs should indicate the full Bid Amount in the Bid cum Application Form and funds shall be

blocked for the Bid Amount net of Discount. Only in cases where the RHP/Prospectus indicates

that part payment may be made, such an option can be exercised by the Bidder. In case of

Bidders specifying more than one Bid Option in the Bid cum Application Form, the total Bid

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Amount may be calculated for the highest of three options at net price, i.e. Bid price less

Discount offered, if any.

(b) RIBs who Bid at Cut-off Price shall arrange to block the Bid Amount based on the Cap Price.

(c) All Bidders (except Anchor Investors) have to participate in the Issue only through the ASBA

mechanism.

(d) Bid Amount cannot be paid in cash, through money order or through postal order.

4.1.7.1 Instructions for Anchor Investors:

(a) Anchor Investors may submit their Bids with a Book Running Lead Manager.

(b) Payments should be made either by direct credit, RTGS or NEFT.

(c) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on

behalf of the Anchor Investors until the Designated Date.

4.1.7.2 Payment instructions for ASBA Bidders

(a) Bidders may submit the ASBA Form either

(i) in electronic mode through the internet banking facility offered by a SCSB authorizing

blocking of funds that are available in the ASBA account specified in the Bid cum

Application Form, or

(ii) in physical mode to any Designated Intermediary.

(b) Bidders must specify the Bank Account number in the Bid cum Application Form. The Bid cum

Application Form submitted by Bidder and which is accompanied by cash, demand draft,

cheque, money order, postal order or any mode of payment other than blocked amounts in the

ASBA Account maintained with a SCSB, will not be accepted.

(c) Bidders should ensure that the Bid cum Application Form is also signed by the ASBA Account

holder(s) if the Bidder is not the ASBA Account holder.

(d) Bidders shall note that for the purpose of blocking funds under ASBA facility clearly

demarcated funds shall be available in the account.

(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.

(f) Bidders should submit the Bid cum Application Form only at the Bidding Centers, i.e. to the

respective member of the Syndicate at the Specified Locations, the SCSBs, the Registered

Broker at the Broker Centres, the RTA at the Designated RTA Locations or CDP at the

Designated CDP Locations.

(g) Bidders bidding through a Designated Intermediary, other than a SCSB, should note that ASBA

Forms submitted to such Designated Intermediary may not be accepted, if the SCSB where the

ASBA Account, as specified in the Bid cum Application Form, is maintained has not named at

least one branch at that location for such Designated Intermediary, to deposit ASBA Forms.

(h) Bidders bidding directly through the SCSBs should ensure that the ASBA Form is submitted to

a Designated Branch of a SCSB where the ASBA Account is maintained.

(i) Upon receipt of the ASBA Form, the Designated Branch of the SCSB may verify if sufficient

funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the Bid

cum Application Form.

(j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount

equivalent to the Bid Amount mentioned in the ASBA Form and for application directly

submitted to SCSB by investor, may enter each Bid option into the electronic bidding system

as a separate Bid.

(k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB

may not accept such Bids and such bids are liable to be rejected.

(l) Upon submission of a completed ASBA Form each Bidder may be deemed to have agreed to

block the entire Bid Amount and authorized the Designated Branch of the SCSB to block the

Bid Amount specified in the ASBA Form in the ASBA Account maintained with the SCSBs.

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(m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the

Basis of Allotment and consequent transfer of the Bid Amount against the Allotted Equity

Shares to the Public Issue Account, or until withdrawal or failure of the Issue, or until

withdrawal or rejection of the Bid, as the case may be.

(n) SCSBs bidding in the Issue must apply through an Account maintained with any other SCSB;

else their Bids are liable to be rejected.

4.1.7.2.1 Unblocking of ASBA Account

(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to

the Issue may provide the following details to the controlling branches of each SCSB, along

with instructions to unblock the relevant bank accounts and for successful applications transfer

the requisite money to the Public Issue Account designated for this purpose, within the specified

timelines: (i) the number of Equity Shares to be Allotted against each Bid, (ii) the amount to be

transferred from the relevant bank account to the Public Issue Account, for each Bid, (iii) the

date by which funds referred to in (ii) above may be transferred to the Public Issue Account,

and (iv) details of rejected Bids, if any, to enable the SCSBs to unblock the respective bank

accounts.

(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the requisite

amount against each successful Bidder to the Public Issue Account and may unblock the excess

amount, if any, in the ASBA Account.

(c) In the event of withdrawal or rejection of the ASBA Form and for unsuccessful Bids, the

Registrar to the Issue may give instructions to the SCSB to unblock the Bid Amount in the

relevant ASBA Account within six Working Days of the Bid/ Issue Closing Date.

4.1.7.3 Discount (if applicable)

(a) The Discount is stated in absolute rupee terms.

(b) Bidders applying under RIB category, Retail Individual Shareholder and employees are only

eligible for discount. For Discounts offered in the Issue, Bidders may refer to the

RHP/Prospectus.

(c) The Bidders entitled to the applicable Discount in the Issue may block the Bid Amount less

Discount.

Bidder may note that in case the net amount blocked (post Discount) is more than ` 200,000, the Bidding

system automatically considers such applications for allocation under Non-Institutional Category. These

applications are neither eligible for Discount nor fall under RIB category.

4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS

(a) Only the First Bidder/Applicant is required to sign the Bid cum Application Form/ Application

Form. Bidders/Applicants should ensure that signatures are in one of the languages specified in

the Eighth Schedule to the Constitution of India.

(b) If the ASBA Account is held by a person or persons other than the Bidder/Applicant, then the

Signature of the ASBA Account holder(s) is also required.

(c) The signature has to be correctly affixed in the authorisation/undertaking box in the Bid cum

Application Form/Application Form, or an authorisation has to be provided to the SCSB via the

electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount

mentioned in the Bid cum Application Form/Application Form.

(d) Bidders/Applicants must note that Bid cum Application Form/Application Form without

signature of Bidder/Applicant and/or ASBA Account holder is liable to be rejected.

4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION

(a) Bidders should ensure that they receive the Acknowledgment Slip duly signed and stamped by

the Designated Intermediary, as applicable, for submission of the ASBA Form.

(b) All communications in connection with Bids made in the Issue may be addressed as under:

(i) In case of queries related to Allotment, non-receipt of Allotment Advice, credit of Allotted

Equity Shares, refund intimations, the Bidders should contact the Registrar to the Issue.

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(ii) In case of Bids submitted to the Designated Branches of the SCSBs, the Bidders should

contact the relevant Designated SCSB Branch.

(iii) In case of queries relating to uploading of Bids by a Syndicate Member, the Bidders should

contact the relevant Syndicate Member.

(iv) In case of queries relating to uploading of Bids by a Registered Broker, the Bidders should

contact the relevant Registered Broker.

(v) In case of Bids submitted to the RTA, the Bidders should contact the relevant RTA.

(vi) In case of Bids submitted to the CDP, the Bidders should contact the relevant DP.

(vii) Bidder may contact our Company Secretary and Compliance Officer or the BRLM(s) in

case of any other complaints in relation to the Issue.

(c) The Bidder should give full details such as name of the sole or first Bidder/Applicant, Bid cum

Application Form number, Bidders’/Applicants’ DP ID, Client ID, PAN, date of the submission

of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for

and the name and address of the Designated Intermediary where the Bid cum Application Form

was submitted by the Bidder.

Further, the investor shall also enclose a copy of the Acknowledgment Slip duly received from

the Designated Intermediaries in addition to the information mentioned hereinabove.

For further details, Bidder/Applicant may refer to the RHP/Prospectus and the Bid cum Application

Form.

4.2 INSTRUCTIONS FOR FILING THE REVISION FORM

(a) During the Bid/ Issue Period, any Bidder/Applicant (other than QIBs and NIBs, who can only

revise their bid upwards) who has registered his or her interest in the Equity Shares at a

particular price level is free to revise his or her Bid within the Price Band using the Revision

Form, which is a part of the Bid cum Application Form.

(b) RIB may revise their bids or withdraw their Bids till the Bid/ Issue Closing Date.

(c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by

using the Revision Form.

(d) The Bidder/Applicant can make this revision any number of times during the Bid/ Issue Period.

However, for any revision(s) in the Bid, the Bidders/Applicants will have to use the services of

the same Designated Intermediary through which such Bidder/Applicant had placed the original

Bid. Bidders/Applicants are advised to retain copies of the blank Revision Form and the Bid(s)

must be made only in such Revision Form or copies thereof.

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A sample revision form is reproduced below:

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Instructions to fill each field of the Revision Form can be found on the reverse side of the Revision Form.

Other than instructions already highlighted at paragraph 4.1 above, point wise instructions regarding

filling up various fields of the Revision Form are provided below:

4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER/

APPLICANTS, PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY ACCOUNT

DETAILS OF THE BIDDER/APPLICANT

Bidders/Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

4.2.2 FIELD 4 & 5: BID OPTIONS REVISION ‘FROM’ AND ‘TO’

(a) Apart from mentioning the revised options in the Revision Form, the Bidder/Applicant must

also mention the details of all the bid options given in his or her Bid cum Application Form or

earlier Revision Form. For example, if a Bidder/Applicant has Bid for three options in the Bid

cum Application Form and such Bidder/Applicant is changing only one of the options in the

Revision Form, the Bidder/Applicant must still fill the details of the other two options that are

not being revised, in the Revision Form. The Designated Intermediaries may not accept

incomplete or inaccurate Revision Forms.

(b) In case of revision, Bid options should be provided by Bidders/Applicants in the same order as

provided in the Bid cum Application Form.

(c) In case of revision of Bids by RIBs, Employees and Retail Individual Shareholders, such

Bidders/Applicants should ensure that the Bid Amount, subsequent to revision, does not exceed

`200,000. In case the Bid Amount exceeds `200,000 due to revision of the Bid or for any other

reason, the Bid may be considered, subject to eligibility, for allocation under the Non-

Institutional Category, not being eligible for Discount (if applicable) and such Bid may be

rejected if it is at the Cut-off Price. The Cut-off Price option is given only to the RIBs,

Employees and Retail Individual Shareholders indicating their agreement to Bid for and

purchase the Equity Shares at the Issue Price as determined at the end of the Book Building

Process.

(d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds `200,000,

the Bid will be considered for allocation under the Non-Institutional Category in terms of the

RHP/Prospectus. If, however, the RIB does not either revise the Bid or make additional payment

and the Issue Price is higher than the cap of the Price Band prior to revision, the number of

Equity Shares Bid, where possible. shall be adjusted downwards for the purpose of allocation,

such that no additional payment would be required from the RIB and the RIB is deemed to have

approved such revised Bid at Cut-off Price.

(e) In case of a downward revision in the Price Band, RIBs and Bids by Employees under the

Reservation Portion, who have bid at the Cut-off Price could either revise their Bid or the excess

amount paid at the time of Bidding may be unblocked after the allotment is finalised.

4.2.3 FIELD 6: PAYMENT DETAILS

(a) All Bidders/Applicants are required to authorise that the full Bid Amount (less Discount (if

applicable) is blocked. In case of Bidders/Applicants specifying more than one Bid Option in

the Bid cum Application Form, the total Bid Amount may be calculated for the highest of three

options at net price, i.e. Bid price less discount offered, if any.

(b) Bidder/Applicants may issue instructions to block the revised amount based on cap of the

revised Price Band (adjusted for the Discount (if applicable) in the ASBA Account, to the same

Designated Intermediary through whom such Bidder/Applicant had placed the original Bid to

enable the relevant SCSB to block the additional Bid Amount, if any.

(c) In case the total amount (i.e., original Bid Amount less discount (if applicable) plus additional

payment) exceeds `200,000, the Bid may be considered for allocation under the Non-

Institutional Category in terms of the RHP/Prospectus. If, however, the Bidder/Applicant does

not either revise the Bid or make additional payment and the Issue Price is higher than the cap

of the Price Band prior to revision, the number of Equity Shares Bid for, where possible, may

be adjusted downwards for the purpose of Allotment, such that additional amount is required

blocked and the Bidder/Applicant is deemed to have approved such revised Bid at the Cut-off

Price.

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(d) In case of a downward revision in the Price Band, RIBs, Employees and Retail Individual

Shareholders, who have bid at the Cut-off Price, could either revise their Bid or the excess

amount blocked at the time of Bidding may be unblocked after the finalisation of basis of

allotment.

4.2.4 FIELDS 7 : SIGNATURES AND ACKNOWLEDGEMENTS

Bidders/Applicants may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose.

4.3 INSTRUCTIONS FOR FILING APPLICATION FORM IN ISSUES MADE OTHER THAN

THROUGH THE BOOK BUILDING PROCESS (FIXED PRICE ISSUE)

4.3.1 FIELDS 1, 2, 3 NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER/APPLICANT,

PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY ACCOUNT DETAILS OF THE

BIDDER/APPLICANT

Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY & AMOUNT

(a) The Issuer may mention Issue Price or Price Band in the draft Prospectus. However a prospectus

registered with RoC contains one price or coupon rate (as applicable).

(b) Minimum Application Value and Bid Lot: The Issuer in consultation with the Lead Manager

may decide the minimum number of Equity Shares for each Bid to ensure that the minimum

application value is within the range of `10,000 to `15,000. The minimum Lot size is

accordingly determined by an Issuer on basis of such minimum application value.

(c) Applications by RIBs and Retail Individual Shareholders, must be for such number of shares so

as to ensure that the application amount payable does not exceed `200,000.

(d) Applications by the Eligible Employees under the Employee Reservation Portion, must be for

such number of shares so as to ensure that the application amount payable does not exceed

`500,000 on a net basis. However, Allotment to an Eligible Employee in the Employee

Reservation Portion may exceed `200,000 (which will be less Employee Discount) only in the

event of an under-subscription in the Employee Reservation Portion and such unsubscribed

portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the

Employee Reservation Portion, for a value in excess of `200,000, subject to the total Allotment

to an Eligible Employee not exceeding `500,000 (which will be less Employee Discount).

(e) Applications by other investors must be for such minimum number of shares such that the

application amount exceeds `200,000 and in multiples of such number of Equity Shares

thereafter, as may be disclosed in the application form and the Prospectus, or as advertised by

the Issuer, as the case may be.

(f) An application cannot be submitted for more than the Issue size.

(g) The maximum application by any Applicant should not exceed the investment limits prescribed

for them under the applicable laws.

(h) Multiple Applications: An Applicant should submit only one Application Form. Submission

of a second Application Form to either the same or other SCSB and duplicate copies of

Application Forms bearing the same application number shall be treated as multiple applications

and are liable to be rejected.

(i) Applicants are requested to note the following procedures may be followed by the Registrar to

the Issue to detect multiple applications:

(i) All applications may be checked for common PAN as per the records of the Depository.

For Applicants other than Mutual Funds and FII sub-accounts, Applications bearing the

same PAN may be treated as multiple applications by an Applicant and may be rejected.

(ii) For applications from Mutual Funds and FII sub-accounts, submitted under the same PAN,

as well as Applications on behalf of the PAN Exempted Applicants, the Application Forms

may be checked for common DP ID and Client ID. In any such applications which have the

same DP ID and Client ID, these may be treated as multiple applications and may be

rejected.

(j) The following applications may not be treated as multiple Bids:

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(i) Applications by Reserved Categories in their respective reservation portion as well as that

made by them in the Issue portion in public category.

(ii) Separate applications by Mutual Funds in respect of more than one scheme of the Mutual

Fund provided that the Applications clearly indicate the scheme for which the Bid has been

made.

(iii) Applications by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts)

submitted with the same PAN but with different beneficiary account numbers, Client IDs

and DP IDs.

4.3.3 FIELD NUMBER 5 : CATEGORY OF APPLICANTS

(a) The categories of applicants identified as per the SEBI ICDR Regulations for the purpose of

Bidding, allocation and Allotment in the Issue are RIBs, individual applicants other than RIB’s

and other investors (including corporate bodies or institutions, irrespective of the number of

specified securities applied for).

(b) An Issuer can make reservation for certain categories of Applicants permitted under the SEBI

ICDR Regulations. For details of any reservations made in the Issue, applicants may refer to the

Prospectus.

(c) The SEBI ICDR Regulations specify the allocation or Allotment that may be made to various

categories of applicants in an Issue depending upon compliance with the eligibility conditions.

Details pertaining to allocation are disclosed on reverse side of the Revision Form. For Issue

specific details in relation to allocation applicant may refer to the Prospectus.

4.3.4 FIELD NUMBER 6: INVESTOR STATUS

Applicants should refer to instructions contained in paragraphs 4.1.6.

4.3.5 FIELD 7: PAYMENT DETAILS

(a) All Applicants (other than Anchor Investors) are required to make use of ASBA for applying in

the Issue

(b) Application Amount cannot be paid in cash, through money order, cheque, demand draft or

through postal order or through stock invest.

4.3.5.1 Payment instructions for Applicants

Applicants should refer to instructions contained in paragraphs 4.1.7.2.

4.3.5.2 Unblocking of ASBA Account

Applicants should refer to instructions contained in paragraphs 4.1.7.2.1.

4.3.5.3 Discount (if applicable)

Applicants should refer to instructions contained in paragraphs 4.1.7.3.

4.3.6 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS &

ACKNOWLEDGEMENT AND FUTURE COMMUNICATION

Applicants should refer to instructions contained in paragraphs 4.1.8 & 4.1.9.

4.4 SUBMISSION OF BID CUM APPLICATION FORM/APPLICATION FORM/REVISION

FORM

4.4.1 Bidders/Applicants may submit completed Bid cum application form/Revision Form in the

following manner:-

Mode of Application Submission of Bid cum Application Form

Anchor Investors Application Form 1) To the Book Running Lead Managers at the locations

mentioned in the Anchor Investors Application Form ASBA Form (a) To members of the Syndicate in the Specified

Locations or Registered Brokers at the Broker Centres

or the RTA at the Designated RTA Location or the DP

at the Designated DP Location (b) To the Designated Branches of the SCSBs

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(a) Bidders/Applicants should submit the Revision Form to the same Designated Intermediary

through which such Bidder/Applicant had placed the original Bid.

(b) Upon submission of the Bid cum Application Form, the Bidder/Applicant will be deemed to

have authorized the Issuer to make the necessary changes in the RHP and the Bid cum

Application Form as would be required for filing Prospectus with the RoC and as would be

required by the RoC after such filing, without prior or subsequent notice of such changes to the

relevant Bidder/Applicant.

(c) Upon determination of the Issue Price and filing of the Prospectus with the RoC, the Bid cum

Application Form will be considered as the application form.

SECTION 5: ISSUE PROCEDURE IN BOOK BUILT ISSUE

Book Building, in the context of the Issue, refers to the process of collection of Bids within the Price Band or

above the Floor Price and determining the Issue Price based on the Bids received as detailed in Schedule XI of

SEBI ICDR Regulations. The Issue Price is finalised after the Bid/ Issue Closing Date. Valid Bids received at or

above the Issue Price are considered for allocation in the Issue, subject to applicable regulations and other terms

and conditions.

5.1 SUBMISSION OF BIDS

(a) During the Bid/ Issue Period, Bidders/Applicants may approach any of the Designated

Intermediaries to register their Bids. Anchor Investors who are interested in subscribing for the

Equity Shares should approach the Book Running Lead Manager, to register their Bid.

(b) In case of Bidders/Applicants (excluding NIBs and QIBs) Bidding at Cut-off Price, the

Bidders/Applicants may instruct the SCSBs to block Bid Amount based on the Cap Price less

discount (if applicable).

(c) For details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform

Bidders/Applicants are requested to refer to the RHP.

5.2 ELECTRONIC REGISTRATION OF BIDS

(a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock

Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic

registration of Bids, subject to the condition that they may subsequently upload the off-line data

file into the on-line facilities for Book Building on a regular basis before the closure of the issue.

(b) On the Bid/ Issue Closing Date, the Designated Intermediaries may upload the Bids till such

time as may be permitted by the Stock Exchanges and as disclosed in the Red Herring

Prospectus.

(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for

allocation/Allotment. The Designated Intermediaries are given till one p.m. on the next Working

Day following the Bid/ Issue Closing Date to modify select fields uploaded in the Stock

Exchange Platform during the Bid/ Issue Period after which the Stock Exchange(s) send the bid

information to the Registrar to the Issue for further processing.

5.3 BUILD UP OF THE BOOK

(a) Bids received from various Bidders/Applicants through the Designated Intermediaries may be

electronically uploaded on the Bidding Platform of the Stock Exchanges’ on a regular basis.

The book gets built up at various price levels. This information may be available with the

BRLMs at the end of the Bid/ Issue Period.

(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges Platform,

a graphical representation of consolidated demand and price as available on the websites of the

Stock Exchanges may be made available at the Bidding centres during the Bid/ Issue Period.

5.4 WITHDRAWAL OF BIDS

(a) RIBs can withdraw their Bids until Bid/ Issue Closing Date. In case a RIB wishes to withdraw

the Bid during the Bid/ Issue Period, the same can be done by submitting a request for the same

to the concerned Designated Intermediary who shall do the requisite, including unblocking of

the funds by the SCSB in the ASBA Account.

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(b) The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account

upon or after the finalisation of basis of allotment. QIBs and NIBs can neither withdraw nor

lower the size of their Bids at any stage.

5.5 REJECTION & RESPONSIBILITY FOR UPLOAD OF BIDS

(a) The Designated Intermediaries are individually responsible for the acts, mistakes or errors or

omission in relation to:

(i) the Bids accepted by the Designated Intermediary,

(ii) the Bids uploaded by the Designated Intermediary, and

(iii) the Bid cum application forms accepted but not uploaded by the Designated Intermediary.

(b) The BRLMs and their affiliate Syndicate Members, as the case may be, may reject Bids if all

information required is not provided and the Bid cum Application Form is incomplete in any

respect.

(c) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate funds

in the ASBA account or on technical grounds.

(d) In case of QIB Bidders, only the (i) SCSBs (for Bids other than the Bids by Anchor Investors);

and (ii) BRLMs and their affiliate Syndicate Members (only in the Specified Locations) have

the right to reject bids. However, such rejection shall be made at the time of receiving the Bid

and only after assigning a reason for such rejection in writing.

(e) All bids by QIBs, NIBs & RIBs Bidders can be rejected on technical grounds listed herein.

5.5.1 GROUNDS FOR TECHNICAL REJECTIONS

Bid cum Application Forms/Application Forms can be rejected on the below mentioned technical

grounds either at the time of their submission to any of the Designated Intermediaries, or at the time of

finalisation of the Basis of Allotment. Bidders/Applicants are advised to note that the Bids/Applications

are liable to be rejected, which have been detailed at various placed in this GID:-

(a) Bid/Application by persons not competent to contract under the Indian Contract Act, 1872, as

amended, (other than minors having valid Depository Account as per Demographic Details

provided by Depositories);

(b) Bids/Applications by OCBs;

(c) In case of partnership firms, Bid/Application for Equity Shares made in the name of the firm.

However, a limited liability partnership can apply in its own name;

(d) In case of Bids/Applications under power of attorney or by limited companies, corporate, trust,

etc., relevant documents are not being submitted along with the Bid cum application form;

(e) Bids/Applications by persons prohibited from buying, selling or dealing in the shares directly

or indirectly by SEBI or any other regulatory authority;

(f) Bids/Applications by any person outside India if not in compliance with applicable foreign and

Indian laws;

(g) PAN not mentioned in the Bid cum Application Form/Application Forms except for

Bids/Applications by or on behalf of the Central or State Government and officials appointed

by the court and by the investors residing in the State of Sikkim, provided such claims have

been verified by the Depository Participant;

(h) In case no corresponding record is available with the Depositories that matches the DP ID, the

Client ID and the PAN;

(i) Bids/Applications for lower number of Equity Shares than the minimum specified for that

category of investors;

(j) Bids/Applications at a price less than the Floor Price & Bids/Applications at a price more than

the Cap Price;

(k) Bids/Applications at Cut-off Price by NIBs and QIBs;

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(l) The amounts mentioned in the Bid cum Application Form/Application Forms do not tally with

the amount payable for the value of the Equity Shares Bid/Applied for;

(m) Bids/Applications for amounts greater than the maximum permissible amounts prescribed by

the regulations;

(n) Bids/Applications for shares more than the prescribed limit by each Stock Exchanges for each

category;

(o) Submission of more than five ASBA Forms/Application Forms per ASBA Account;

(p) Bids/Applications for number of Equity Shares which are not in multiples Equity Shares as

specified in the RHP;

(q) Multiple Bids/Applications as defined in this GID and the RHP/Prospectus;

(r) Bids not uploaded in the Stock Exchanges bidding system.

(s) Inadequate funds in the bank account to block the Bid/Application Amount specified in the

ASBA Form/Application Form at the time of blocking such Bid/Application Amount in the

bank account;

(t) Where no confirmation is received from SCSB for blocking of funds;

(u) Bids/Applications by Bidders (other than Anchor Investors) not submitted through ASBA

process;

(v) Bids/Applications submitted to Designated Intermediaries at locations other than the Bidding

Centers or to the Escrow Collecting Banks (assuming that such bank is not a SCSB where the

ASBA Account is maintained), to the Issuer or the Registrar to the Issue;

(w) Bids/Applications not uploaded on the terminals of the Stock Exchanges;

(x) Bids/Applications by SCSBs wherein a separate account in its own name held with any other

SCSB is not mentioned as the ASBA Account in the Bid cum Application Form/Application

Form.

5.6 BASIS OF ALLOCATION

(a) The SEBI ICDR Regulations specify the allocation or Allotment that may be made to various

categories of Bidders/Applicants in an Issue depending on compliance with the eligibility

conditions. Certain details pertaining to the percentage of Issue size available for allocation to

each category is disclosed overleaf of the Bid cum Application Form and in the RHP/Prospectus.

For details in relation to allocation, the Bidder/Applicant may refer to the RHP/Prospectus.

(b) Under-subscription in any category (except QIB Portion) is allowed to be met with spill-over

from any other category or combination of categories at the discretion of the Issuer and in

consultation with the BRLMs and the Designated Stock Exchange and in accordance with the

SEBI ICDR Regulations. Unsubscribed portion in QIB Category is not available for

subscription to other categories.

(c) In case of under subscription in the Net Issue, spill-over to the extent of such under-subscription

may be permitted from the Reserved Portion to the Issue. For allocation in the event of an under-

subscription applicable to the Issuer, Bidders/Applicants may refer to the RHP.

(d) Illustration of the Book Building and Price Discovery Process

Bidders should note that this example is solely for illustrative purposes and is not specific to the

Issue; it also excludes Bidding by Anchor Investors.

Bidders can bid at any price within the price band. For instance, assume a price band of `20 to

`24 per share, issue size of 3,000 equity shares and receipt of five bids from bidders, details of

which are shown in the table below. The illustrative book given below shows the demand for

the equity shares of the issuer company at various prices and is collated from bids received from

various investors.

Bid Quantity Bid Price (`) Cumulative

Quantity Subscription

500 24 500 16.70%

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Bid Quantity Bid Price (`) Cumulative

Quantity Subscription

1,000 23 1,500 50.00% 1,500 22 3,000 100.00% 2,000 21 5,000 166.70% 2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the

issuer is able to issue the desired number of equity shares is the price at which the book cuts off,

i.e., `22.00 in the above example. The issuer, in consultation with the book running lead

managers, will finalise the issue price at or below such cut-off price, i.e., at or below `22.00.

All bids at or above this issue price and cut-off bids are valid bids and are considered for

allocation in the respective categories.

(e) Alternate Method of Book Building

In case of FPOs, Issuers may opt for an alternate method of Book Building in which only the

Floor Price is specified for the purposes of Bidding (“Alternate Book Building Process”).

The Issuer may specify the Floor Price in the RHP or advertise the Floor Price at least one

Working Day prior to the Bid/ Issue Opening Date. QIBs may Bid at a price higher than the

Floor Price and the Allotment to the QIBs is made on a price priority basis. The Bidder with the

highest Bid Amount is allotted the number of Equity Shares Bid for and then the second highest

Bidder is Allotted Equity Shares and this process continues until all the Equity Shares have been

allotted. RIBs, NIBs and Employees are Allotted Equity Shares at the Floor Price and Allotment

to these categories of Bidders is made proportionately. If the number of Equity Shares Bid for

at a price is more than available quantity then the Allotment may be done on a proportionate

basis. Further, the Issuer may place a cap either in terms of number of specified securities or

percentage of issued capital of the Issuer that may be Allotted to a single Bidder, decide whether

a Bidder be allowed to revise the bid upwards or downwards in terms of price and/or quantity

and also decide whether a Bidder be allowed single or multiple bids.

SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE

Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Issue Price is

mentioned in the Fixed Price Issue therefore on filing of the Prospectus with the RoC, the Application so submitted

is considered as the application form.

Applicants may only use the specified Application Form for the purpose of making an Application in terms of the

Prospectus which may be submitted through the Designated Intermediary.

Applicants may submit an Application Form either in physical form to the any of the Designated Intermediaries

or in the electronic form to the SCSB or the Designated Branches of the SCSBs authorising blocking of funds that

are available in the bank account specified in the Application Form only (“ASBA Account”). The Application

Form is also made available on the websites of the Stock Exchanges at least one day prior to the Bid/ Issue Opening

Date.

In a fixed price Issue, allocation in the net Issue to the public category is made as follows: minimum 50% to Retail

Individual Bidders; and remaining to (i) individual investors other than Retail Individual Bidders; and (ii) other

Applicants including corporate bodies or institutions, irrespective of the number of specified securities applied

for. The unsubscribed portion in either of the categories specified above may be allocated to the Applicants in the

other category.

For details of instructions in relation to the Application Form, Bidders/Applicants may refer to the relevant section

of the GID.

SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

The Allotment of Equity Shares to Bidders/Applicants other than Retail Individual Bidders and Anchor Investors

may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to

RHP/Prospectus. No Retail Individual Bidder will be Allotted less than the minimum Bid Lot subject to

availability of shares in Retail Individual Bidder Category and the remaining available shares, if any will be

Allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the Net

Issue (excluding any Offer for Sale of specified securities). However, in case the Issue is in the nature of Offer

for Sale only, then minimum subscription may not be applicable.

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7.1 ALLOTMENT TO RIBs

Bids received from the RIBs at or above the Issue Price may be grouped together to determine the total

demand under this category. If the aggregate demand in this category is less than or equal to the Retail

Category at or above the Issue Price, full Allotment may be made to the RIBs to the extent of the valid

Bids. If the aggregate demand in this category is greater than the allocation to in the Retail Category at

or above the Issue Price, then the maximum number of RIBs who can be Allotted the minimum Bid Lot

will be computed by dividing the total number of Equity Shares available for Allotment to RIBs by the

minimum Bid Lot (“Maximum RIB Allottees”). The Allotment to the RIBs will then be made in the

following manner:

(a) In the event the number of RIBs who have submitted valid Bids in the Issue is equal to or less

than Maximum RIB Allottees, (i) all such RIBs shall be Allotted the minimum Bid Lot; and (ii)

the balance available Equity Shares, if any, remaining in the Retail Category shall be Allotted

on a proportionate basis to the RIBs who have received Allotment as per (i) above for the

balance demand of the Equity Shares Bid by them (i.e. who have Bid for more than the minimum

Bid Lot).

(b) In the event the number of RIBs who have submitted valid Bids in the Issue is more than

Maximum RIB Allottees, the RIBs (in that category) who will then be Allotted minimum Bid

Lot shall be determined on the basis of draw of lots.

7.2 ALLOTMENT TO NIBS

Bids received from NIBs at or above the Issue Price may be grouped together to determine the total

demand under this category. The Allotment to all successful NIBs may be made at or above the Issue

Price. If the aggregate demand in this category is less than or equal to the Non-Institutional Category at

or above the Issue Price, full Allotment may be made to NIBs to the extent of their demand. In case the

aggregate demand in this category is greater than the Non-Institutional Category at or above the Issue

Price, Allotment may be made on a proportionate basis up to a minimum of the Non-Institutional

Category.

7.3 ALLOTMENT TO QIBs

For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR

Regulations or RHP/Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor

Portion) at or above the Issue Price may be grouped together to determine the total demand under this

category. The QIB Category may be available for Allotment to QIBs who have Bid at a price that is equal

to or greater than the Issue Price. Allotment may be undertaken in the following manner:

(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Category may be

determined as follows: (i) In the event that Bids by Mutual Fund exceeds 5% of the QIB

Category, allocation to Mutual Funds may be done on a proportionate basis for up to 5% of the

QIB Category; (ii) In the event that the aggregate demand from Mutual Funds is less than 5%

of the QIB Category then all Mutual Funds may get full Allotment to the extent of valid Bids

received above the Issue Price; and (iii) Equity Shares remaining unsubscribed, if any and not

allocated to Mutual Funds may be available for Allotment to all QIBs as set out at paragraph

7.4(b) below;

(b) In the second instance, Allotment to all QIBs may be determined as follows: (i) In the event of

oversubscription in the QIB Category, all QIBs who have submitted Bids above the Issue Price

may be Allotted Equity Shares on a proportionate basis for up to 95% of the QIB Category; (ii)

Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity

Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis along with

other QIBs; and (iii) Under-subscription below 5% of the QIB Category, if any, from Mutual

Funds, may be included for allocation to the remaining QIBs on a proportionate basis.

7.4 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)

(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at

the discretion of the Issuer in consultation with the Selling Shareholder and the BRLMs, subject

to compliance with the following requirements:

(i) not more than 60% of the QIB Category will be allocated to Anchor Investors;

(ii) one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,

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subject to valid Bids being received from domestic Mutual Funds at or above the price at

which allocation is being done to other Anchor Investors; and

(iii) allocation to Anchor Investors shall be on a discretionary basis and subject to:

a maximum number of two Anchor Investors for allocation up to `100 million;

a minimum number of two Anchor Investors and maximum number of 15 Anchor

Investors for allocation of more than `100 million and up to ` 2,500 million subject

to minimum Allotment of ` 50 million per such Anchor Investor; and

a minimum number of five Anchor Investors and maximum number of 15 Anchor

Investors for allocation of more than ` 2,500 million, and an additional 10 Anchor

Investors for every additional ` 2,500 million or part thereof, subject to minimum

Allotment of ` 50 million per such Anchor Investor.

(b) An Anchor Investor shall make an application of a value of at least ` 100 million in the Issue.

(c) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application

Forms received from Anchor Investors. Based on the physical book and at the discretion of the

Issuer in consultation with the BRLMs, selected Anchor Investors will be sent a CAN and if

required, a revised CAN.

(d) In the event that the Issue Price is higher than the Anchor Investor Issue Price: Anchor

Investors will be sent a revised CAN within one day of the Pricing Date indicating the number

of Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the

balance amount. Anchor Investors are then required to pay any additional amounts, being the

difference between the Issue Price and the Anchor Investor Issue Price, as indicated in the

revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment

Advice will be issued to such Anchor Investors.

(e) In the event the Issue Price is lower than the Anchor Investor Issue Price: Anchor Investors

who have been Allotted Equity Shares will directly receive Allotment Advice.

7.5 BASIS OF ALLOTMENT FOR QIBs (OTHER THAN ANCHOR INVESTORS), NIBs AND

RESERVED CATEGORY IN CASE OF OVER-SUBSCRIBED ISSUE

In the event of the Issue being over-subscribed, the Issuer may finalise the Basis of Allotment in

consultation with the Designated Stock Exchange in accordance with the SEBI ICDR Regulations.

The allocation may be made in marketable lots, on a proportionate basis as explained below:

(a) Bidders may be categorized according to the number of Equity Shares applied for;

(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived at

on a proportionate basis, which is the total number of Equity Shares applied for in that category

(number of Bidders in the category multiplied by the number of Equity Shares applied for)

multiplied by the inverse of the over-subscription ratio;

(c) The number of Equity Shares to be Allotted to the successful Bidders may be arrived at on a

proportionate basis, which is total number of Equity Shares applied for by each Bidder in that

category multiplied by the inverse of the over-subscription ratio;

(d) In all Bids where the proportionate Allotment is less than the minimum Bid Lot decided per

Bidder, the Allotment may be made as follows: the successful Bidders out of the total Bidders

for a category may be determined by a draw of lots in a manner such that the total number of

Equity Shares Allotted in that category is equal to the number of Equity Shares calculated in

accordance with (b) above; and each successful Bidder may be Allotted a minimum of such

Equity Shares equal to the minimum Bid Lot finalised by the Issuer;

(e) If the proportionate Allotment to a Bidder is a number that is more than the minimum Bid lot

but is not a multiple of one (which is the marketable lot), the decimal may be rounded off to the

higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5 it may be

rounded off to the lower whole number. Allotment to all Bidders in such categories may be

arrived at after such rounding off; and

(f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity

Shares Allotted to the Bidders in that category, the remaining Equity Shares available for

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Allotment may be first adjusted against any other category, where the Allotted Equity Shares

are not sufficient for proportionate Allotment to the successful Bidders in that category. The

balance Equity Shares, if any, remaining after such adjustment may be added to the category

comprising Bidders applying for minimum number of Equity Shares.

7.6 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES

(a) Designated Date: On the Designated Date, the Escrow Collection Banks shall transfer the funds

represented by allocation of Equity Shares to Anchor Investors from the Escrow Account, as

per the terms of the Escrow Agreement, into the Public Issue Account with the Bankers to the

Issue. The balance amount after transfer to the Public Issue Account shall be transferred to the

Refund Account. Payments of refund to the Bidders applying in the Anchor Investor Portion

shall be made from the Refund Account as per the terms of the Escrow Agreement and the RHP.

On the Designated Date, the Registrar to the Issue shall instruct the SCSBs to transfer funds

represented by allocation of Equity Shares from ASBA Accounts into the Public Issue Account.

(b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated

Stock Exchange, the Registrar shall upload the same on its website. On the basis of the approved

Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the Allotment

and credit of Equity Shares. Bidders/Applicants are advised to instruct their Depository

Participant to accept the Equity Shares that may be allotted to them pursuant to the Issue.

Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment

Advice to the Bidders/Applicants who have been Allotted Equity Shares in the Issue.

(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.

(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of shares to the

successful Bidders/Applicants Depository Account will be completed within six Working Days

of the Bid/ Issue Closing Date.

SECTION 8: INTEREST AND REFUNDS

8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING

The Issuer shall ensure that all steps for the completion of the necessary formalities for listing and

commencement of trading at all the Stock Exchanges are taken within six Working Days of the Bid/

Issue Closing Date. The Registrar to the Issue may initiate corporate action for credit to Equity Shares

the beneficiary account with Depositories within six Working Days of the Bid/ Issue Closing Date.

8.2 GROUNDS FOR REFUND

8.2.1 NON RECEIPT OF LISTING PERMISSION

An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an official

quotation of the Equity Shares. All the Stock Exchanges from where such permission is sought are

disclosed in RHP/Prospectus. The Designated Stock Exchange may be as disclosed in the

RHP/Prospectus with which the Basis of Allotment may be finalised.

If the Issuer fails to make application to the Stock Exchange(s) or obtain permission for listing of the

Equity Shares, in accordance with the provisions of section 40 of the Companies Act, 2013, the Issuer

shall be punishable with a fine which shall not be less than ` 5 lakhs but which may extend to ` 50 lakhs

and every officer of the Issuer who is in default shall be punishable with imprisonment for a term which

may extend to one year or with fine which shall not be less than ` 50,000 but which may extend to ` 3

lakhs, or with both.

If the permissions to deal in and an official quotation of the Equity Shares are not granted by any of the

Stock Exchange(s), the Issuer may forthwith take steps to refund, without interest, all moneys received

from Bidders/Applicants.

If such money is not refunded to the Bidders/Applicants within the prescribed time after the Issuer

becomes liable to repay it, then the Issuer and every director of the Issuer who is an officer in default

may, on and from such expiry of such period, be liable to repay the money, with interest at such rate, as

disclosed in the RHP/Prospectus.

8.2.2 NON RECEIPT OF MINIMUM SUBSCRIPTION

If the Issuer does not receive a minimum subscription of 90% of the Net Issue, including devolvement

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to the Underwriters, the Issuer may forthwith, take steps to unblock the entire subscription amount

received within six Working Days of the Bid/ Issue Closing Date and repay, without interest, all moneys

received from Anchor Investors. In case the Issue is in the nature of Offer for Sale only, then minimum

subscription may not be applicable.

If there is a delay beyond the prescribed time after the Issuer becomes liable to pay the amount received

from Bidders, then the Issuer and every director of the Issuer who is an officer in default may on and

from expiry of 15 Working Days, be jointly and severally liable to repay the money, with interest at the

rate of 15% per annum in accordance with the Companies (Prospectus and Allotment of Securities)

Rules, 2014, as amended.

8.2.3 MINIMUM NUMBER OF ALLOTTEES

The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be Allotted

may not be less than 1,000 failing which the entire application monies may be refunded forthwith.

8.2.4 IN CASE OF ISSUES MADE UNDER COMPULSORY BOOK BUILDING

In case an Issuer not eligible under regulation 26(1) of the SEBI ICDR Regulations comes for an Issue

under regulation 26(2) of SEBI ICDR Regulations but fails to Allot at least 75% of the Net Issue to QIBs,

in such case full subscription money is to be refunded.

8.3 MODE OF REFUND

(a) In case of ASBA Bids: Within six Working Days of the Bid/ Issue Closing Date, the Registrar

to the Issue may give instructions to SCSBs for unblocking the amount in ASBA Accounts for

unsuccessful Bids or for any excess amount blocked on Bidding.

(b) In case of Anchor Investors: Within six Working Days of the Bid/ Issue Closing Date, the

Registrar to the Issue may dispatch the refund orders for all amounts payable to unsuccessful

Anchor Investors.

(c) In case of Anchor Investors, the Registrar to the Issue may obtain from the depositories the

Bidders’ bank account details, including the MICR code, on the basis of the DP ID, Client ID

and PAN provided by the Anchor Investors in their Anchor Investor Application Forms for

refunds. Accordingly, Anchor Investors are advised to immediately update their details as

appearing on the records of their depositories. Failure to do so may result in delays in dispatch

of refund orders or refunds through electronic transfer of funds, as applicable, and any such

delay may be at the Anchor Investors’ sole risk and neither the Issuer, the Registrar to the Issue,

the Escrow Collection Banks, or the Syndicate, may be liable to compensate the Anchor

Investors for any losses caused to them due to any such delay, or liable to pay any interest for

such delay. Please note that refunds shall be credited only to the bank account from which the

Bid Amount was remitted to the Escrow Bank.

8.3.1 Electronic mode of making refunds for Anchor Investors

The payment of refund, if any, may be done through various electronic modes as mentioned below:

(a) NECS—Payment of refund may be done through NECS for Bidders/Applicants having an

account at any of the centers specified by the RBI. This mode of payment of refunds may be

subject to availability of complete bank account details including the nine-digit MICR code of

the Bidder/Applicant as obtained from the Depository;

(b) NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the

Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System

Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC Code

may be obtained from the website of RBI as at a date prior to the date of payment of refund,

duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-

digit MICR number and their bank account number while opening and operating the demat

account, the same may be duly mapped with the IFSC Code of that particular bank branch and

the payment of refund may be made to the Anchor Investors through this method. In the event

NEFT is not operationally feasible, the payment of refunds may be made through any one of

the other modes as discussed in this section;

(c) RTGS—Anchor Investors having a bank account at any of the centers notified by SEBI where

clearing houses are managed by the RBI, may have the option to receive refunds, if any, through

RTGS.

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(d) Direct Credit—Anchor Investors having their bank account with the Refund Banker may be

eligible to receive refunds, if any, through direct credit to such bank account;

Please note that refunds through the abovementioned modes shall be credited only to the bank account

from which the Bid Amount was remitted to the Escrow Bank.

For details of levy of charges, if any, for any of the above methods, Anchor Investors may refer to

RHP/Prospectus.

8.4 INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND

The Issuer may pay interest at the rate of 15% per annum if Allotment is not made and refund instructions

have not been given to the clearing system in the disclosed manner/instructions for unblocking of funds

in the ASBA Account are not dispatched within the 15 days of the Bid/ Issue Closing Date.

The Issuer may pay interest at 15% per annum for any delay beyond 15 days from the Bid/ Issue Closing

Date, if Allotment is not made.

SECTION 9: GLOSSARY AND ABBREVIATIONS

Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document may

have the meaning as provided below. References to any legislation, act or regulation may be to such legislation,

act or regulation as amended from time to time.

Term Description

Allotment/Allot/Allotted The allotment of Equity Shares pursuant to the Issue to successful

Bidders/Applicants

Allotment Advice Note or advice or intimation of Allotment sent to the Bidders/Applicants who have

been Allotted Equity Shares after the Basis of Allotment has been approved by the

designated Stock Exchanges

Allottee An Bidder/Applicant to whom the Equity Shares are Allotted

Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in

accordance with the requirements specified in SEBI ICDR Regulations, 2009 and

the Red Herring Prospectus.

Anchor Investor

Application Form

The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion

and which will be considered as an application for Allotment in terms of the Red

Herring Prospectus and Prospectus

Anchor Investor Portion Up to 60% of the QIB Category which may be allocated by the Issuer in

consultation with the BRLMs, to Anchor Investors on a discretionary basis. One-

third of the Anchor Investor Portion is reserved for domestic Mutual Funds, subject

to valid Bids being received from domestic Mutual Funds at or above the price at

which allocation is being done to Anchor Investors


Blocked Amount/ASBA

An application, whether physical or electronic, used by ASBA Bidders/Applicants,

to make a Bid and authorising a SCSB to block the Bid Amount in the specified

bank account maintained with such SCSB


Blocked Amount

Form/ASBA Form

An application form, whether physical or electronic, used by ASBA

Bidders/Applicants, which will be considered as the application for Allotment in

terms of the Red Herring Prospectus and the Prospectus

ASBA Account Account maintained with a SCSB which may be blocked by such SCSB to the

extent of the Bid Amount of the ASBA Bidder

ASBA Bidder All Bidders/Applicants except Anchor Investors

Banker(s) to the Issue

/Escrow Collection

Bank(s)/Collecting

Banker

The banks which are clearing members and registered with SEBI as Banker to the

Issue with whom the Escrow Account(s) for Anchor Investors may be opened, and

as disclosed in the RHP/Prospectus and Bid cum Application Form of the Issuer

Basis of Allotment The basis on which the Equity Shares may be Allotted to successful

Bidders/Applicants under the Issue

340

Term Description

Bid An indication to make an offer during the Bid/ Issue Period by a prospective Bidder

pursuant to submission of Bid cum Application Form or during the Anchor Investor

Bid/ Issue Period by the Anchor Investors, to subscribe for or purchase the Equity

Shares of the Issuer at a price within the Price Band, including all revisions and

modifications thereto. In case of issues undertaken through the fixed price process,

all references to a Bid should be construed to mean an Application

Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form

and payable by the Bidder upon submission of the Bid (except for Anchor

Investors), less discounts (if applicable). In case of issues undertaken through the

fixed price process, all references to the Bid Amount should be construed to mean

the Application Amount

Bid cum Application

Form

The Anchor Investor Application Form or the ASBA Form, as the context requires

Bid/ Issue Closing Date Except in the case of Anchor Investors (if applicable), the date after which the

Designated Intermediaries may not accept any Bids for the Issue, which may be

notified in an English national daily, a Hindi national daily and a regional language

newspaper at the place where the registered office of the Issuer is situated, each

with wide circulation. Bidders/Applicants may refer to the RHP/Prospectus for the

Bid/ Issue Closing Date

Bid/ Issue Opening Date The date on which the Designated Intermediaries may start accepting Bids for the

Issue, which may be the date notified in an English national daily, a Hindi national

daily and a regional language newspaper at the place where the registered office of

the Issuer is situated, each with wide circulation. Bidders/Applicants may refer to

the RHP/Prospectus for the Bid/ Issue Opening Date

Bid/ Issue Period Except in the case of Anchor Investors (if applicable), the period between the Bid/

Issue Opening Date and the Bid/ Issue Closing Date inclusive of both days and

during which prospective ASBA Bidders/Applicants can submit their Bids,

inclusive of any revisions thereof. The Issuer may consider closing the Bid/ Issue

Period for QIBs one working day prior to the Bid/ Issue Closing Date in accordance

with the SEBI ICDR Regulations, 2009. Bidders/Applicants may refer to the

RHP/Prospectus for the Bid/ Issue Period

Bidder/Applicant Any prospective investor who makes a Bid/Application pursuant to the terms of the

RHP/Prospectus and the Bid cum Application Form. In case of issues undertaken

through the fixed price process, all references to an Applicants should be construed

to mean an Bidder/Applicants

Book Built Process/Book

Building Process/Book

Building Method

The book building process as provided under SEBI ICDR Regulations, 2009, in

terms of which the Issue is being made

Broker Centres Broker centres notified by the Stock Exchanges, where Bidders/Applicants can

submit the ASBA Forms to a Registered Broker. The details of such broker centres,

along with the names and contact details of the Registered Brokers are available on

the websites of the Stock Exchanges.

BRLM(s)/Book Running

Lead Manager(s)/Lead

Manager/LM

The Book Running Lead Manager to the Issue as disclosed in the RHP/Prospectus

and the Bid cum Application Form of the Issuer. In case of issues undertaken

through the fixed price process, all references to the Book Running Lead Manager

should be construed to mean the Lead Manager or LM

Business Day Monday to Saturday (except 2nd and 4th Saturday of a month and public holidays)

CAN/Confirmation of

Allocation Note

Notice or intimation of allocation of the Equity Shares sent to Anchor Investors,

who have been allocated the Equity Shares, after the Anchor Investor Bid/ Issue

Period

Cap Price The higher end of the Price Band, above which the Issue Price and the Anchor

Investor Issue Price may not be finalised and above which no Bids may be accepted

341

Term Description

Client ID Client Identification Number maintained with one of the Depositories in relation to

demat account

Collecting Depository

Participant or CDPs

A depository participant as defined under the Depositories Act, 1996, registered

with SEBI and who is eligible to procure Bids at the Designated CDP Locations in

terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015

issued by SEBI

Cut-off Price Issue Price, finalised by the Issuer in consultation with the Book Running Lead

Manager(s), which can be any price within the Price Band. Only RIBs, Retail

Individual Shareholders and employees are entitled to Bid at the Cut-off Price. No

other category of Bidders/Applicants are entitled to Bid at the Cut-off Price

DP Depository Participant

DP ID Depository Participant’s Identification Number

Depositories National Securities Depository Limited and Central Depository Services (India)

Limited

Demographic Details Details of the Bidders/Applicants including the Bidder/Applicant’s address, name

of the Applicant’s father/husband, investor status, occupation and bank account

details

Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms

used by Bidders/Applicants (excluding Anchor Investors) and a list of which is

available on


Designated CDP

Locations

Such locations of the CDPs where Bidders can submit the ASBA Forms to

Collecting Depository Participants. The details of such Designated CDP Locations, along with names and contact

details of the Collecting Depository Participants eligible to accept ASBA Forms

are available on the respective websites of the Stock Exchanges

(www.bseindia.com and www.nseindia.com)

Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from the

Escrow Account and the amounts blocked by the SCSBs are transferred from the

ASBA Accounts, as the case may be, to the Public Issue Account or the Refund

Account, as appropriate, after the Prospectus is filed with the RoC, following which

the board of directors may Allot Equity Shares to successful Bidders/Applicants in

the Issue

Designated

Intermediaries

Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and RTAs,

who are authorized to collect ASBA Forms from the ASBA Bidders, in relation to

the Issue

Designated RTA

Locations

Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs. The details of such Designated RTA Locations, along with names and contact

details of the RTAs eligible to accept ASBA Forms are available on the respective

websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com)

Designated Stock

Exchange

The designated stock exchange as disclosed in the RHP/Prospectus of the Issuer

Discount Discount to the Issue Price that may be provided to Bidders/Applicants in

accordance with the SEBI ICDR Regulations, 2009.

Draft Prospectus The draft prospectus filed with SEBI in case of Fixed Price Issues and which may

mention a price or a Price Band

Employees Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and

including, in case of a new company, persons in the permanent and full time

employment of the promoting companies excluding the promoter. For further

details, Bidder/Applicant may refer to the RHP/Prospectus

Equity Shares Equity Shares of the Issuer

342

Term Description

Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the

Anchor Investors may transfer money through NEFT/RTGS/direct credit in respect

of the Bid Amount when submitting a Bid

Escrow Agreement Agreement to be entered into among the Issuer, the Registrar to the Issue, the Book

Running Lead Manager(s), the Escrow Collection Bank(s) and the Refund Bank(s)

for collection of the Bid Amounts from Anchor Investors and where applicable,

remitting refunds of the amounts collected to the Anchor Investors on the terms and

conditions thereof

Escrow Collection

Bank(s)

Refer to definition of Banker(s) to the Issue

FCNR Account Foreign Currency Non-Resident Account

First Bidder/Applicant The Bidder/Applicant whose name appears first in the Bid cum Application Form

or Revision Form

FII(s) Foreign Institutional Investors as defined under the SEBI (Foreign Institutional

Investors) Regulations, 1995 and registered with SEBI under applicable laws in

India

Fixed Price Issue /Fixed

Price Process/Fixed Price

Method

The Fixed Price process as provided under SEBI ICDR Regulations, 2009, in terms

of which the Issue is being made

Floor Price The lower end of the Price Band, at or above which the Issue Price and the Anchor

Investor Issue Price may be finalised and below which no Bids may be accepted,

subject to any revision thereto

FPIs Foreign Portfolio Investors as defined under the Securities and Exchange Board of

India (Foreign Portfolio Investors) Regulations, 2014

FPO Further public offering

Fresh Issue The public issue of 22,656,000 Equity Shares of face value of ` 10 each for cash at

a price of ` [●] each, aggregating to ` [●] million

Foreign Venture Capital

Investors or FVCIs

Foreign Venture Capital Investors as defined and registered with SEBI under the

SEBI (Foreign Venture Capital Investors) Regulations, 2000

IPO Initial public offering

Issuer/Company The Issuer proposing the initial public offering/further public offering as applicable

Maximum RIB Allottees The maximum number of RIBs who can be Allotted the minimum Bid Lot. This is

computed by dividing the total number of Equity Shares available for Allotment to

RIBs by the minimum Bid Lot.

MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque leaf

Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,

1996

Mutual Funds Portion 5% of the QIB Category (excluding the Anchor Investor Portion) available for

allocation to Mutual Funds only, being such number of equity shares as disclosed

in the RHP/Prospectus and Bid cum Application Form

NECS National Electronic Clearing Service

NEFT National Electronic Fund Transfer

NRE Account Non-Resident External Account

NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer

or invitation under the Issue and in relation to whom the RHP/Prospectus

constitutes an invitation to subscribe to or purchase the Equity Shares

NRO Account Non-Resident Ordinary Account

Net Issue The Issue less reservation portion

343

Term Description

Non Institutional Bidders

or NIBs

All Bidders/Applicants, including sub accounts of FIIs registered with SEBI which

are foreign corporates or foreign individuals and FPIs which are Category III

foreign portfolio investors, that are not QIBs or RIBs and who have Bid for Equity

Shares for an amount of more than ` 200,000 (but not including NRIs other than

Eligible NRIs)

Non-Institutional

Category

The portion of the Issue being such number of Equity Shares available for

allocation to NIBs on a proportionate basis and as disclosed in the RHP/Prospectus

and the Bid cum Application Form

Non-Resident A person resident outside India, as defined under FEMA and includes Eligible

NRIs, FPIs and FVCIs registered with SEBI

OCB/Overseas Corporate

Body

A company, partnership, society or other corporate body owned directly or

indirectly to the extent of at least 60% by NRIs including overseas trusts, in which

not less than 60% of beneficial interest is irrevocably held by NRIs directly or

indirectly and which was in existence on October 3, 2003 and immediately before

such date had taken benefits under the general permission granted to OCBs under

FEMA

Issue The public issue of 33,984,000 Equity Shares of face value of ` 10 each for cash at

a price of ` [●] each, aggregating to ` [●] million comprising the Fresh Issue and

the Offer for Sale.

Offer for Sale Offer for sale of 11,328,000 Equity Shares by the Selling Shareholder at the Issue

Price aggregating to [●].

Issue Price The final price, less discount (if applicable) at which the Equity Shares may be

Allotted to Bidders other than Anchor Investors, in terms of the Prospectus. Equity

Shares will be Allotted to Anchor Investors at the Anchor Investor Issue Price The

Issue Price may be decided by the Issuer in consultation with the Selling

Shareholder and the Book Running Lead Manager(s)

Other Investors Investors other than Retail Individual Bidders in a Fixed Price Issue. These include

individual applicants other than Retail Individual Bidders and other investors

including corporate bodies or institutions irrespective of the number of specified

securities applied for

PAN Permanent Account Number allotted under the Income Tax Act, 1961

Price Band Price Band with a minimum price, being the Floor Price and the maximum price,

being the Cap Price and includes revisions thereof. The Price Band and the

minimum Bid lot size for the Issue may be decided by the Issuer in consultation

with the Book Running Lead Manager(s) and advertised, at least five working days

in case of an IPO and one working day in case of FPO, prior to the Bid/ Issue

Opening Date, in English national daily, Hindi national daily and regional language

at the place where the registered office of the Issuer is situated, newspaper each

with wide circulation

Pricing Date The date on which the Issuer in consultation with the Selling Shareholder and the

Book Running Lead Manager(s), finalise the Issue Price

Prospectus The prospectus to be filed with the RoC in accordance with section 26 of the

Companies Act, 2013 after the Pricing Date, containing the Issue Price, the size of

the Issue and certain other information

Public Issue Account A Bank account opened with the Banker to the Issue to receive monies from the

Escrow Account and from the ASBA Accounts on the Designated Date

QIB Category The portion of the Issue being such number of Equity Shares to be Allotted to QIBs

on a proportionate basis

Qualified Institutional

Buyers or QIBs

As defined under SEBI ICDR Regulations, 2009

RTGS Real Time Gross Settlement

344

Term Description

Red Herring

Prospectus/RHP

The red herring prospectus issued in accordance with section 32 of the Companies

Act, 2013, which does not have complete particulars of the price at which the

Equity Shares are offered and the size of the Issue. The RHP may be filed with the

RoC at least three days before the Bid/ Issue Opening Date and may become a

Prospectus upon filing with the RoC after the Pricing Date. In case of issues

undertaken through the fixed price process, all references to the RHP should be

construed to mean the Prospectus

Refund Account(s) The account opened with Refund Bank(s), from which refunds to Anchor Investors,

if any, of the whole or part of the Bid Amount may be made

Refund Bank(s) Refund bank(s) as disclosed in the RHP/Prospectus and Bid cum Application Form

of the Issuer

Registrar and Share

Transfer Agents or RTAs

Registrar and share transfer agents registered with SEBI and eligible to procure

Bids at the Designated RTA Locations in terms of circular no.

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide terminals,

other than the members of the Syndicate

Registrar to the Issue

/RTO

The Registrar to the Issue as disclosed in the RHP/Prospectus and Bid cum

Application Form

Reserved

Category/Categories

Categories of persons eligible for making application/Bidding under reservation

portion

Reservation Portion The portion of the Issue reserved for such category of eligible Bidders/Applicants

as provided under the SEBI ICDR Regulations, 2009

Retail Individual Bidders/

RIBs Investors who applies or bids for a value of not more than ` 200,000.

Retail Individual

Shareholders Shareholders of a listed Issuer who applies or bids for a value of not more than `

200,000.

Retail Category The portion of the Issue being such number of Equity Shares available for

allocation to RIBs which shall not be less than the minimum Bid Lot, subject to

availability in RIB category and the remaining shares to be Allotted on

proportionate basis.

Revision Form The form used by the Bidders in an issue through Book Building Process to modify

the quantity of Equity Shares and/or bid price indicated therein in any of their Bid

cum Application Forms or any previous Revision Form(s)

RoC The Registrar of Companies

SEBI The Securities and Exchange Board of India constituted under the Securities and

Exchange Board of India Act, 1992

SEBI ICDR Regulations,

2009

The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009

Self Certified Syndicate

Bank(s) or SCSB(s)

A bank registered with SEBI, which offers the facility of ASBA and a list of which

is available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html

Specified Locations Refer to definition of Broker Centers

Stock Exchanges/SE The stock exchanges as disclosed in the RHP/Prospectus of the Issuer where the

Equity Shares Allotted pursuant to the Issue are proposed to be listed

Syndicate The Book Running Lead Manager(s) and the Syndicate Member

Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in relation to

collection of ASBA Forms by Syndicate Members

Syndicate Member(s)/SM The Syndicate Member(s) as disclosed in the RHP/Prospectus

Underwriters The Book Running Lead Manager(s) and the Syndicate Member(s)

345

Term Description

Underwriting Agreement The agreement amongst the Issuer, and the Underwriters to be entered into on or

after the Pricing Date

Working Day “Working Day”, with reference to (a) announcement of Price Band; and (b) Bid/

Issue Period, shall mean all days, excluding Saturdays, Sundays and public

holidays, on which commercial banks in Mumbai are open for business; and (c) the

time period between the Bid/ Issue Closing Date and the listing of the Equity Shares

on the Stock Exchanges, shall mean all trading days of Stock Exchanges, excluding

Sundays and bank holidays, as per the SEBI Circular

SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

346

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India

and FEMA and the circulars and notifications issued thereunder. Unless specifically restricted, foreign investment

is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the

foreign investor is required to follow certain prescribed procedures for making such investment.

The Consolidated FDI Policy consolidates and supersedes all previous press notes, press releases and clarifications

on FDI issued by the DIPP that were in force and effect prior to June 7, 2016. The Government proposes to update

the consolidated circular on FDI Policy once every year and therefore, Consolidated FDI Policy will be valid until

the DIPP issues an updated circular. Subject to the provisions of the Consolidated FDI Policy, FDI is allowed

under the automatic route for companies engaged in the manufacturing sector.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the

FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route under the

Consolidated FDI Policy and transfer does not attract the provisions of the Takeovers Regulations; (ii) the non-

resident shareholding is within the sectoral limits under the FDI policy; and (iii) the pricing is in accordance with

the guidelines prescribed by the SEBI/RBI.

As per existing regulations, OCBs cannot participate in the Issue.











and sales occur.


outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction,

except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholder and the

Book Running Lead Managers are not liable for any amendments, modification, or changes in applicable laws or

regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make

their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable

limits under laws or regulations.

347

SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of

Association of our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations,

the main provisions of the Articles of Association of our Company are detailed below:

Definitions and Interpretation

1. In these Articles, unless repugnant to the subject or context:-

(a) “The President” means President of India

(b) “The Company” means Cochin Shipyard Limited.

(c) “The Act” means the Companies Act, 2013 as amended or re-enacted from time to time and the Rules

made thereunder[*1].

(d) “The seal” means the common seal of the Company.

(e) “Month” and “Year” mean calendar month and financial year as defined under section 2(41) of the

Companies Act, 2013 respectively[*2].

(f) “Auditors” means those persons appointed as such under the Provisions of the Act.

(g) “Board” means a meeting of the Directors duly called and constituted, or as the case may be, the

Directors assembled at a Board or the Directors of the Company collectively.

(h) “Capital” means the share capital for the time being raised or authorized to be raised for the purposes of

the Company.

(i) “Directors” means the Directors for the time being of the Company, or as the case may be, the Directors

assembled at a Board.

(j) “Members” means the subscribers to the memorandum of the Company and the duly registered holders

from time to time of the shares of the Company.

(k) “Meeting or General meeting” means the meeting of the members.

(l) “Office” means the Registered Office for the time being of the Company.

(m) “Register of Members” means the register of members to be kept in pursuance of the Act.

(n) “Registrar” means the Registrar of Companies.

(o) “Share” means share in the capital of the Company.

(p) The words or expressions contained in these articles shall bear the same meaning as in the Act or any

statutory modifications thereof.

(q) Words importing singular number only shall include plural number and vice versa and words importing

masculine gender shall include feminine gender and words importing persons shall include bodies

corporate.

(r) The expression “President of India” shall include “The Government of India” and vice versa.

(s) Expressions referring to writing shall be construed as including reference to printing, lithograph,

photography and other modes of representing or reproducing words in a visible form.

(t) “Dividend” includes bonus.

(u) “Paid up” includes credited as paid up.

(v) “Marginal notes” and “Catch Lines” hereto shall not affect the construction thereof.

2. Table F of the first schedule to apply. Subject as hereinunder provided the regulations contained in Table

F of the first schedule to the Act shall apply to the Company. Being a Government Company, the provisions

of the Companies Act, 2013 shall not apply or shall apply with such exceptions, modifications and

[*1] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016.


348

adaptations as directed / notified by Central Government from time to time by virtue of powers conferred

under section 462 of the Companies Act.[*3]

3. Public Company: The Company is a public company within the meaning of section 2 (71) of the Companies

Act, 2013.[*4]

4. Government Company: The company is a Government Company as defined under section 2(45) of the

Act.[*5]

5. Division of Capital:[*6]

(a) The Authorized Share Capital of the Company shall be such amounts and be divided into such shares as

may, from time to time, be provided in Clause V of the Memorandum of Association with such rights,

privileges and conditions attached thereto as are provided by the Company and with powers to the

Company as permitted by the Act and applicable laws to increase, reduce or modify the said capital and

to divide the shares of the company in to several classes and attach thereto preferential, qualified or

special rights, privileges or conditions as may be determined by the Company subject to provisions of

the Act and other applicable laws, and to vary, modify or abrogate any such rights, privileges or

conditions in such manner as may for the time being be provided by the regulations of the Company and

allowed by law.

(b) Subject to the provisions of section 61 of the Act, the clauses relating to alteration of capital as provided

in Table F of the Act will be applicable to the Company.

6. Control and Allotment of Shares: The President shall authorize the amount of share capital to be raised

and the terms and conditions under which it should be raised. The shares shall be under the control of the

Board of Directors who may allot or otherwise dispose of them on such terms and conditions as they

consider fit, subject to such directions as the President may issue from time to time and subject to the

provisions of the Act, and SEBI Rules and regulation where applicable and these articles.[*7]

7. Increase of Capital:[*8]

(a) The Company, in general meeting may, from time to time increase the capital by the creation of new

shares, such increase to be of such aggregate amount and to be divided into shares of such respective

amounts as resolutions shall prescribe. The new shares shall be issued upon such terms and conditions

and with such rights and privileges annexed thereto, as the resolution shall prescribe and in particular

such share may be issued with a preferential or qualified right to dividends and in the distribution of

assets of the Company and with right of voting at the general meeting of the Company in conformity

with section 47 of the Act. Whenever Capital of the Company has been increased under the provisions

of this Article, the Board shall comply with the provision of section 64 of the Act. Except so far as

otherwise provided, any new capital raised and the share issued in that regard shall be subject to all

conditions to which the existing capital and the shares are subject to.

(b) The Company may issue shares and debentures in accordance with the provisions of section 42, 55,

62, 63 and 71 of the Act and Rules made thereunder subject to Article 29.

7A. [*9]Capitalisation of profits : The Company in general meeting may, upon the recommendation of the

Board, resolve— (a) that it is desirable to capitalise any part of the amount for the time being standing to

the credit of any of the Company’s reserve accounts, or to the credit of the profit and loss account, or

otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the

manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed

by way of dividend and in the same proportions. (ii) The sum aforesaid shall not be paid in cash but shall

be applied, subject to the provision contained in clause (iii), either in or towards—

(A) Paying up any amounts for the time being unpaid on any shares held by such members respectively;






[*8] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*9] Inserted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016.

349

(B) Paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid-

up, to and amongst such members in the proportions aforesaid;

(C) Partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);

(D) A securities premium account and a capital redemption reserve account may, for the purposes of this

regulation, be applied in the paying up of unissued shares to be issued to members of the Company as

fully paid bonus shares;

(E) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation.

7B. Buy Back of Shares: Notwithstanding anything contained in these articles but subject to the provisions of

sections 68 to 70 of the Companies Act, 2013 or any other law for the time being in force, the Company

may purchase its own shares or other specified securities.[*10]

8. Reduction of Capital: The Company may subject to the provision of section 66, of the Act, from time to

time, by special resolution reduce its capital in any authorized manner and in particular pay off any part of

the Capital on the footing that it may be called up again or otherwise.[*11]

9. Lien: Fully paid shares will be free from all lien, while in the case of partly paid shares, the Company's

lien, if any, will be restricted to moneys called or payable at a fixed time in respect of such shares.[*12]

10. Calls on and forfeiture of shares:[*13]

(a) All the provisions contained in Schedule I, Table F of the Act in respect of calls of shares and

forfeiture thereof shall apply to the Company, except the proviso to regulation13 (i) thereof. Provided

that option or right to call on shares shall not be given to any person or persons without the sanction

of the Company in general meeting.

(b) Any amount paid-up in advance of calls on any share may carry interest but shall not entitle the holder

of the share to participate in respect thereof, in a dividend subsequently declared;

(c) There will be no forfeiture of unclaimed dividends before the claim becomes barred by law.

11. Restriction on Transfer of Shares: Subject to the provisions of section 58 of the Act, the Board may, at

its own absolute discretion and without assigning any reasons, decline to register or acknowledge any

transfer of shares, whether fully paid or not (notwithstanding that a proposed transferee be already a

member), but in such cases it shall, within 30 days from the date on which the instrument of transfer was

lodged with the Company, send to the transferee and the transferor, notice of the refusal to register such

transfer, provided that registration of transfer shall not be refused on the ground of the transferor being

either alone or jointly with any other person or persons indebted to the Company on any account

whatsoever except a lien on the shares.[*14]

12. Death of one or more Joint Holders of Shares. In the case of death of any one or more of the persons

named in the Register as the joint holders of any share, the survivor or the survivors shall be the only

persons recognized by the Company as having any title to or interest in such share, but nothing herein

contained shall be taken to release the estate of a deceased joint-holder from any liability on shares held

by him jointly with any person.

13. [*15]** Deleted **

13A. Holding/transfer/transmission of shares in electronic form. Notwithstanding any provisions contained in

these articles regarding issuance/deal-in/holding/ transfer/transmission of shares, the provisions of the

Depositories Act, 1996 as amended from time to time and the rules and regulations framed thereunder shall

apply for holding /transfer/transmission of shares in electronic form.[*16]

13B. The Company shall keep a register and index of beneficial owners in accordance with all applicable

provisions of the Act, and the Depositories Act, 1996 with details of shares held in dematerialised forms

[*10] Inserted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*11] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*12] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*13] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*14] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*15] Deleted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*16] Inserted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016.

350

in any medium as may be permitted by law including in any form of electronic medium. The Company

shall be entitled to keep in any Country outside India a branch Register of beneficial owners residing

outside India.[*17]

13C. The Company shall use a common form of transfer.[*18]

14. [*19]** Deleted **

15. General Meeting. At every Annual General Meeting of the Company there will be laid on the table the

Directors Report, Audited Statement of Accounts, Auditor's Report and the comments of the Comptroller

and Auditor General of India thereon. The ordinary business of the Annual General Meeting shall be the

consideration of these documents and declaration of a dividend. All meetings of the Company other than

the Annual General Meeting shall be called Extraordinary General Meetings. The Directors may, whenever

they think fit, convene an Extraordinary General Meeting.

16. Quorum: No business shall be transacted at any General Meeting unless a quorum of members is present

as per the provisions of the Act, at the time when the meeting proceeds to business.[*20]

17. Chairman of the Meeting:

(a) The Chairman of the Board shall preside as Chairman at every General Meeting of the Company.

(b) If there is no such Chairman, or if he is unwilling to act as Chairman or if he is unable to be present

owing to unavoidable circumstances, the relevant provisions of Schedule I, Table F of the Act shall

apply.[*21]

18. Representatives of the President at Meeting of the Company.

(a) The President may, so long as he is a member of the Company within the meaning of the Act, authorize

from time to time such persons, whether a member of the Company or not as he thinks fit to act as his

representative at any General Meeting of the Company or at any meeting of any class of members of

the Company.

(b) The President may, if he is a creditor including a holder of debentures of the Company within the

meaning of the Act, authorize from time to time, such person as he thinks fit to act as his representative

at any meeting of any creditors of the Company held in pursuance of the Act or of any rules made

therein or in pursuance of the provisions contained in any debenture or trust deed, as the case may be.

(c) The President may, from time to time, revoke or cancel any authorization made in sub-clause (a) or

sub-clause (b) of this Articles and make any fresh authorization or authorizations.

(d) The production at the meeting of the Company or at the meeting of any Creditors of the Company of

an order made and executed in the name of the President authenticated as provided by the Constitution

of India in respect of such authorization, revocation or cancellation as aforesaid shall be accepted by

the Company as sufficient and conclusive evidence thereof.

(e) Any person authorized by the President to represent him as aforesaid may, if so authorised by the order

of the President, appoint another person whether a member or not, as a proxy or substituted authority,

whether special or general, to represent the President as aforesaid.

(f) Any person authorized or appointed as aforesaid shall be entitled to exercise the same rights or powers

including the right to vote by proxy, on behalf of the President whom he represents, as the President

could exercise as member, creditor or holder of debenture of the Company.

Vote of Members[*22]

19. Upon a show of hands, every member present in person shall have one vote and upon poll, the voting rights

of members shall be laid down as in section 47 of the Act. Votes on behalf of the President shall be given as

provided in Article 18. Members can also exercise E-Voting/Voting by Electronic means as per section 108

of the Act.

[*17] Inserted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*18] Inserted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*19] Deleted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*20] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*21] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*22] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016.

351

Board of Directors

20. (a) Number of Directors. The number of Directors of the Company shall not be less than three.[*23]

(b) Only Individuals to be Appointed as Directors. Only an individual and not a body corporate or

association or firm shall be appointed as the Director of the Company.

(c) [*24]** Deleted **

21. (a) President to Appoint Directors and Determine their Remuneration. The Chairman of the Board of

Directors and the Government representatives on the Board of Directors shall be appointed by the President

of India. Other members of the Board of Directors shall be appointed or reappointed by the President of India

in consultation with the Chairman of the Board of Directors. The Directors shall be paid such remuneration

as the President of India may, from time to time, determine.

(b) Chairman and Managing Director. The President of India at his discretion may appoint the same

persons or two different persons as the Chairman of the Board of Directors and the Managing Director of the

Company for such period and on such terms and conditions as he may think fit and may revoke such

appointment. The Chairman and the Managing Directors so appointed shall be entitled to hold office till the

expiry of his tenure unless removed earlier by the President of India and any vacancy arising either by death,

removal, resignation or otherwise may be filled by fresh appointment by the President of India.

(c) Determination of period of appointment by the president. The Directors appointed shall be entitled to

hold office for such period as the President of India may determine.

(d) Vacancy of Directors. The vacancy in the office of a Director caused by retirement, removal, resignation,

death or otherwise, shall be filled by reappointment or fresh appointment by the President of India.

22. Alternate Director

In place of a Director who is out of India the President of India may, in accordance with Article 21, appoint

any person to be an Alternate Director during the absence out of India, of the Director concerned and such

appointment shall have effect, and such appointee, whilst he holds office as an Alternate Director, shall be

entitled to notice of meetings of the Directors and to attend and to vote there-at accordingly and he shall ipso

facto vacate office if and when the original Director returns to India or vacates office as Director.[*25]

23. [*26]**Deleted**

24. Directors may act Notwithstanding any Vacancy[*27]

The continuing Directors may act notwithstanding any vacancy in the Board, but if the number falls below

three, the Directors shall not act so long as the number of Directors is below the minimum.

25. Appointment of Committees. The Board may, subject to provisions of sections 179 of the Act, delegate any

of its powers to a Committee consisting of such member or members of the Board of Directors as they think

fit. Any Committee so formed shall, in the exercise of the power so delegated, conform to any regulation

imposed on it by the Board. The proceedings of such a committee shall be placed before the Board at their

next meeting.[*28]

26. [*29]**Deleted**

27. Bye-laws. The Board may as and when it thinks fit make any bye-laws not inconsistent with the provisions

of the Memorandum and Articles of Association of the Company in regard to conduct of business of the

Company or of the Board thereof and may in like manner vary and amend such bye-laws.

28. General Powers of Board.

(a) Subject to the provisions of the Act and to such directive and or instructions as the President may issue

from time to time under these Articles, the business of the Company shall be managed by the Board of

Directors who may exercise all such powers and do all such acts and things as the Company is authorized

[*23] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*24] Deleted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*25] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*26] Deleted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*27] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*28] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*29] Deleted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016.

352

to exercise and do and who may, from time to time delegate such powers to the Chairman and/or

Managing Director as may be necessary for the proper conduct of the business of the Company.

(b) Provided that the Board of Directors shall not exercise any powers or do any act or thing which is directed

or required, whether by this or any other Act or by the Memorandum or Articles of the Company or

otherwise to be exercised or done by the Company in the Annual General Meeting.

28A. [*30]Notwithstanding anything contained elsewhere in these articles, and subject to the provisions of the

Act, the Board of Directors shall have the following powers:

(i) To establish joint ventures and subsidiaries in India, with the stipulation that the Equity investment

of the Company should be limited to 15% of the networth of the Company in one project limited to

` 500 crores. The overall ceiling on such investment in all projects put together shall be 30% of the

networth of the Company.

(ii) To establish subsidiaries and opening of offices abroad with the concurrence of Administrative

Ministry.

(iii) To enter into technology joint ventures, strategic alliances and to obtain technology and know-how

by purchase or other arrangements subject to Government of India guidelines as may be issued from

time to time.

(iv) To enter into mergers and acquisitions, subject to the conditions that (a) it is as per the growth plan

and in the core area of functioning of the Company (b) conditions/ limits would be as in the case of

establishing joint ventures/ subsidiaries as specified in sub clause (ii) above and (c) the Cabinet

Committee on Economic Affairs (CCEA) shall be kept informed in case of investments abroad.

(v) To sub delegate the powers relating to Human Resource Management (appointments, transfer,

posting etc) of below Board level executives to sub-committees of the Board or to executives of the

Company, as may be decided by the Board of the Company.

Notwithstanding the above, further amendments from time to time in the Miniratna Guidelines of

Government of India on the above powers shall have an overriding effect.

Provided that the exercise of powers under (i) to (v) above shall be subject to the following:

(a) No financial support or contingent liability on the part of the government should be involved. The

Company shall not depend upon budgetary support or Government guarantees. However, where

Government guarantee is required under the standard stipulations of external donor agencies, the

same may be obtained from the Ministry of Finance through the administrative Ministry. Such

Government guarantee shall not affect the exercise of above powers.

(b) Before taking decisions involving long-term or major financial commitments, including and

especially for new projects and joint ventures, the internal and extra-budgetary resource position and

projections should be assessed realistically.

(c) The Government Directors, the Finance Director and the concerned Functional Director(s) must be

present when major decisions are taken, especially when they pertain to investments, expenditure or

organizational/Capital restructuring.

(d) The decisions on such proposals should preferably be unanimous.

(e) In the event of any decision on important matters not being unanimous, a majority decision may be

taken, but at least two-thirds of the Directors should be present, including those mentioned above,

when such a decision is taken. The objections, dissents, the reasons for over-ruling them and those

for taking the decision should be recorded in writing and minuted.

(f) The Company will establish transparent and effective systems of internal monitoring, including the

establishment of an Audit Committee of the Board with membership of non-official Directors.

29. Matters Reserved for the consideration of the President. Notwithstanding anything contained in these

Articles, the Chairman shall reserve for the consideration of the President the following matters relating to

the working of the Company, namely:-

[*30] Inserted vide Special Resolution passed at the 36th Annual General Meeting of CSL held on 5th September 2008.

353

(a) Calling up unpaid capital or increase in the authorized capital of the Company, or issuing of the

unissued shares forming part of the original authorized capital and fixing the terms and conditions on

which the capital is to be raised.

(b) Any proposal of investment in a particular type of security or shares, if such investment exceeds ` 10

lakhs except as provided in clause 28A.[*31]

(c) Appointment of any foreign national.

(d) Disposal of any property having an original book value of ` one crore and above.[*32]

(e) Formation of subsidiary companies, except as provided in clause 28A.[*33]

(f) Any proposal for action relating to reduction of capital.

(g) Implementation of the Company's five year plans and annual plans of development and capital budget

financed from the consolidated fund of India.

(h) Agreements involving any foreign collaboration or consultancy proposed to be entered into by the

Company, except as provided in clause 28A.[*34]

(i) [*35]**Deleted**

(j) Issue of debentures.

(k) Voluntary winding up of the Company

(l) Any important matter relating to the Company's establishment.

(m) Any other matter which in his opinion involves an important issue of general policy.

No action shall be taken by the Company, in respect of any matter reserved for consideration of the

President as aforesaid until his approval to the same has been obtained.

30. Works of a Capital Nature. Notwithstanding anything contained in the other Articles, the Board of

Directors shall be competent to:-

(a) Authorize, without reference to government, the undertaking of works of a capital nature where Detailed

Project Reports have been approved by the Government and to invite and accept tenders relating to works

included in the approved Detailed Project Report, including variations, if any, in the approved estimates

provided such variations are not more than 10% for any particular component part and do not

substantially change the scope of the project.

(b) Incur capital expenditure on new projects, modernization, purchase of equipment etc without government

approval up to ` 500 crores or equal to the networth of the Company, whichever is lower.[*36]

(c) Provided that further amendments from time to time in the Miniratna Guidelines of Government of India

on Capital Expenditure powers shall have an overriding effect.

(d) Authorize the undertaking of projects which are included in Plan budget approved by the ministry up to

a limit of ` 5 crores provided that:

(i) These are intended to cover expenditure on capital items including projects and schemes and these

items/ schemes/ project have either figured individually or provided collectively in lump under the

head “Miscellaneous Capital Expenditure” or other capital items in the approved Annual Plan and

Capital Budget approved by the Government.

(ii) These shall not be used in enhancing the township assets and other items involving policy matters

where specific Government approval is needed.

(iii) This is not dependent on the capacity for generation of internal resources by the Company, and

[*31] Inserted vide Special Resolution passed at the 36th Annual General Meeting of CSL held on 5th September 2008. [*32] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*33] Inserted vide Special Resolution passed at the 36th Annual General Meeting of CSL held on 5th September 2008. [*34] Inserted vide Special Resolution passed at the 36th Annual General Meeting of CSL held on 5th September 2008. [*35] Deleted vide Special Resolution passed at the 43rd Annual General Meeting of CSL held on 25th September 2015. [*36] Replaced vide Special Resolution passed at the 36th Annual General Meeting of CSL held on 5th September 2008.

354

(iv) The funds required for financing these expenditure during a financial year shall have to be found out

of the budget allocation for that year and spill-over expenditure in subsequent years.

31. President’s Rights to Issue Directives: Notwithstanding anything contained in these Articles, the

President may, from time to time, issue such directives or instructions as may be considered necessary in

regard to the finances, conduct of business and affairs of the Company. The Company shall give immediate

effect to the directions or instructions so issued. In particular, the President shall have the power:-

(i) To give directions to the Company as to the exercise and performance of its functions in matters

involving national security or substantial public interest.

(ii) To call for such reports, accounts and other information with respect to property and activities of the

Company, as may be required from time to time.

Provided that all directives issued by the President shall be in writing addressed to the Chairman. The Board

shall except where the President considers that the interest of the National Security requires otherwise,

incorporate the contents of directives issued by the President in the Annual Report of the Company and

also indicate its impact on the financial position of the Company.

32. The Company shall, whenever it’s Revenue Budget for any financial year shows an element of deficit

which is proposed to be met by obtaining funds from the Government, submit the same to the President for

approval.

33. Common Seal

(a) The Board shall provide a common seal for the Company and for the safe custody of the seal and shall

have power from time to time to destroy the same and substitute a new seal in lieu thereof.

(b) The common seal of the Company shall not be affixed to any instrument except by the authority of a

resolution of the Board or of a Committee of the Board authorized by it in that behalf. Subject to the

provision of Law, at least one Director shall be present during the affixing of the seal and sign every

instrument to which the seal is affixed and every such instrument shall be countersigned by the Secretary

and in his absence by some other person appointed by the Board.

34. Audit: The Auditor or Auditors of the Company shall be appointed or reappointed by the Central

Government on the advice of the Comptroller and Auditor General of India and their appointment,

remuneration, powers and duties shall be regulated by sections 139 to 147 of the Act.[*37]

35. Indemnity[*38]

(a) Subject to the provisions of the Act, every Director, Managing Director, Key Managerial Personnel,

Manager and other Officer or servant of the Company shall be indemnified by the Company against

and it shall be the duty of the Board to pay out of the funds of the Company, all costs, losses, damages

and expenses which any such officer or servant may incur or become liable to by reason of any

contract entered into or act or thing done by him as such Director, Managing Director, Key

Managerial Personnel, Manager or other Officer or servant or in any way in the discharge of his

duties including travelling expenses and in particular and so as not to limit the generality of the

foregoing provisions, against all liabilities incurred by him as such Director, Managing Director,

Key Managerial Personnel, Manager or other Officer or servant in defending any proceedings

whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in

connection with any application under the Act in which relief is granted by the Court.

(b) Subject to the provisions of the Act no Director of the Company, Managing Director, Key

Managerial Personnel, Manager or other Officer of the Company shall be liable for the acts, receipts,

neglects or defaults of any other Director, Key Managerial Personnel, or Officer or for joining in

any receipt or other act of conformity or for any loss or expenses, happening to the Company through

insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf

of the Company or for the insufficiency or deficiency of any security in or upon which any of the

moneys of the Company shall be invested or for any loss or damage arising from bankruptcy,

insolvency or tortuous act of any person, company or Corporation with whom any moneys, securities

of effects shall be entrusted or deposited or any loss caused by an error of judgment or oversight on

his or their part or for any other loss or damage or misfortune, whatever, which shall happen in the

[*37] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*38] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016.

355

execution of duties of his or their office or any relation thereto, unless the same happens through his

own dishonesty, negligence, default, breach of duty or breach of trust.

36. Secrecy[*39]

(a) Every Director, Key Managerial Personnel, Manager, Auditor, Members of the Committee, Officer,

Servant Agent, Accountant or other persons employed in the business of the Company shall, if so

required by the Directors, before entering upon his duties, sign a declaration pledging himself to

observe a strict secrecy, respecting all transactions of the Company with its customers and state of

account with individuals and any matter relating thereto and shall by such declaration pledge himself

not to reveal any of the matters which might come to his knowledge in the discharge of his duties,

except when required to do so by the Directors at any meeting or by a Court of Law and to persons

to whom such matters relate and except so far as may be necessary in order to comply with any of

the provisions in these articles.

(b) No member or other persons, unless he is a Director, Key Managerial Personnel or other person in

management of the affairs of the Company, can inspect or examine the Company's premises or other

property of the Company without permission of the Directors of the Company, Key Managerial

Personnel or Officers authorized by the Directors for the time being to require discovery of or any

information respecting any detail of the Company's trading or any matter which is or which may be

in the nature of trade secret or secret process which may relate to the conduct of the business of the

Company and which, in the opinion of the Directors, Key Managerial Personnel or of Officers

authorised by the Directors, it will be inexpedient in the interest of the members of the Company to

communicate.

37. General Authority : Wherever in the Act, it has been provided that the Company shall have any right,

privilege or authority or that the Company could carry out any transaction only if the Company is so

authorised by its articles, then and in that case by virtue of this Article, the Company is hereby specifically

authorised, empowered and entitled to have such right, privilege or authority to carry out such transactions

as have been permitted by the Act without there being any separate/specific article in that behalf herein

provided.[*40]

Sl

No.

Name, Address, Description and

occupation of subscriber

Signature of the

subscribers

Name, address and description

of witness

Signature

of witness

1. The President of India through Shri G. C. Baveja Joint Secretary to the Govt. of India Ministry of Shipping and Transport; New Delhi Son of Shri Ram Labyaya Baveja

(Sd)

Shri. N. P. Rustagi Section Officer Ministry of Shipping and Transport New Delhi Son of Shri. S. P. Rustagi

(Sd)

2. Shri. P. N. Jain Joint Secretary to the Government of India Ministry of Finance (Department of Expenditure) New Delhi Son of Shri Jagan Nath Jain

(Sd)

Shri. R. L. Jain Deputy Finance Officer Ministry of Finance (Department of Expenditure) New Delhi Son of Shri Omkar Nath Jain

(Sd)

3. Shri. B. P. Srivastava Director (Projects) Ministry of Shipping and Transport (Transport Wing) New Delhi Son of Shri. Udairaj Singh

(Sd)

Shri N. P. Rustagi Section Officer Ministry of Shipping and

Transport New Delhi Son of Shri. S. P. Rustagi

(Sd)

4. Shri. S. Kasthuri Chief Projects Officer Cochin Shipyard Project Cochin-15 Son of Shri K. Santanam

(Sd)

Shri N. Sreedharan Financial Adviser and Chief

Accounts Officer Cochin-15 Son of late Shri K. Madhava

(Sd)

[*39] Amended vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016. [*40] Inserted vide special resolution passed at the 44th Annual General Meeting of CSL held on 20th September 2016.

356

Sl

No.

Name, Address, Description and

occupation of subscriber

Signature of the

subscribers

Name, address and description

of witness

Signature

of witness

Menon 5. Shri R. C. Gupta

Under Secretary to the Govt. of India Ministry of Shipping and Transport (Transport Wing) New Delhi Son of late Shri Prabhu Dayal

(Sd)

Shri. N. P. Rustagi Section Officer Ministry of Shipping and

Transport New Delhi Son of Shri S. P. Rustagi

(Sd)

Date: 13 March 1972

357

SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not

being contracts entered into in the ordinary course of business carried on by our Company or contracts entered

into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed

material have been attached to the copy of the Red Herring Prospectus which will be delivered to RoC for

registration. Copies of these contracts and also the documents for inspection referred to hereunder, may be

inspected at the Registered Office between 10.00 a.m. and 5.00 p.m. on all Working Days from the date of the

Red Herring Prospectus until the Bid/Issue Closing Date.

A. Material Contracts for the Issue

1. Issue Agreement dated March 23, 2017 amongst our Company, the Selling Shareholder and the BRLMs.

2. Registrar Agreement dated March 23, 2017 amongst our Company, the Selling Shareholder and the Registrar

to the Issue.

3. Escrow Agreement dated [●] amongst our Company, the Selling Shareholder, the BRLMs, the Escrow

Collection Bank and the Registrar to the Issue.

4. Syndicate Agreement dated [●] amongst our Company, the Selling Shareholder, the BRLMs, the Syndicate

Members and the Registrar to the Issue.

5. Underwriting Agreement dated [●] amongst our Company, the Selling Shareholder, the Underwriters and the

Registrar to the Issue.

6. Monitoring Agency Agreement dated [●] between our Company and the Monitoring Agency.

B. Material Documents in relation to the Issue

1. Certified copies of the Memorandum and Articles of Association of our Company, as amended from time to

time.

2. Certificate of incorporation dated March 29, 1972 and a fresh certificate of incorporation dated November 8,

2016 consequent upon conversion of our Company to a public limited company.

3. Resolutions of the Board of Directors dated December 22, 2015 in relation to this Issue and other related

matters.

4. Shareholders’ resolution dated September 20, 2016 in relation to this Issue and other related matters.

5. Sanction letter for renewal of credit facilities and term loan for Dry Dock and ISRF numbered

ADV/SL/CSL/7/16-17 dated September 19, 2016 issued by the State Bank of India.

6. Ministry of Shipping, Government of India, vide their letter bearing file number SY-12021/1/2007-CSL Vol.

IV dated November 23, 2015 has directed our Company to take necessary steps in relation to the Issue.

7. The Selling Shareholder has, through letter bearing file number SY-12021/1/2007-CSL Vol. V dated

December 6, 2016, conveyed the consent for inclusion of up to 1,13,28,000 Equity Shares of our Company

held by the President of India, acting through the Ministry of Shipping, Government of India as part of the

Offer for Sale portion of the Issue.

8. The President of India, acting through the Ministry of Shipping, Government of India has consented to include

its shareholding of upto 27,187,200 Equity Shares representing 20% of the post Issue paid-up Equity Share

capital as minimum promoter’s contribution to the Issue, which shall be considered for lock-in for a period of

three years from the date of allotment of Equity Shares in the Issue vide its authorisation certificate numbered

File No. SY-12021/1/2007-CSL Vol. V dated December 6, 2016.

9. Letter issued by the Securities and Exchange Board of India numbered CFD/DIL-

II/NR/AEA/OW/2016/z6015 dated September 16, 2016 for relaxation from the strict enforcement of

compliance with corporate governance norms at the time of filing this Draft Red Herring Prospectus.

10. Letter issued by the Securities and Exchange Board of India numbered CFD/DIL-1/BNS/SD/329/1/2016

dated December 6, 2016 for relaxation from the strict enforcement of schedule VIII, clause VII (E), (F) and

H of SEBI ICDR Regulations and clause 1.2(iv) of the SEBI (Framework for Rejection of Draft Offer

Documents) Order, 2012 at the time of filing this Draft Red Herring Prospectus.

11. The examination reports of the Statutory Auditor, on our Company’s Restated Financial Statements, included

358

in this Draft Red Herring Prospectus.

12. Copies of the annual reports of our Company for the Fiscals 2012, 2013, 2014, 2015 and 2016.

13. Statement of Tax Benefits dated March 23, 2017 from our Statutory Auditor.

14. Consent of Directors, Statutory Auditors, BRLMs, Syndicate Members, Indian Legal Counsel to our

Company and the Selling Shareholder, Indian Legal Counsel to the BRLMs, International Legal Counsel to

our Company and the Selling Shareholder, Registrar to the Issue, Escrow Collection Bank, Refund Bank(s),

Monitoring Agency, Appraisal Agency, Bankers to our Company, Company Secretary and Compliance

Officer and Chief Financial Officer as referred to in their specific capacities.

15. Consent of our Statutory Auditors, dated March 23, 2017, to include their name as experts in relation to their

reports on the Restated Financial Statements dated January 24, 2017 and the statement of tax benefits dated

March 23, 2017 included in this Draft Red Herring Prospectus.

16. Ministry of Shipping Order SY-11011/1/2009 -CSL dated December 11, 2015 for the appointment of Mr.

Madhu S. Nair as Chairman and Managing Director and Ministry of Shipping Order No. SY-11011/1/2009-

CSL dated January 8, 2016 prescribing the terms and conditions of his employment.

17. Ministry of Shipping Order SY-11012/1/2009 -CSL Vol-II dated April 4, 2014 for the appointment of Mr. D.

Paul Ranjan as Director (Finance) and Ministry of Shipping Order No. SY-11-12/1/2009-CSL Vol. II dated

December 19, 2014 prescribing the terms and conditions of his employment.

18. Ministry of Shipping Order SY-11012/3/2010 -CSL dated May 12, 2014 for the appointment of Mr. Sunny

Thomas as Director (Technical) and Ministry of Shipping Order No. SY-11012/3/2010-CSL dated December

19, 2014 prescribing the terms and conditions of his employment.

19. Ministry of Shipping Order SY-11012/2/2010 -CSL dated April 26, 2016 for the appointment of Mr. Suresh

Babu N.V as Director (Operations) and Ministry of Shipping Order No. SY-11012/2/2010-CSL dated May

26, 2016 prescribing the terms and conditions of his employment.

20. Ministry of Shipping Order SY-11012/5/95 -CSL dated January 20, 2015 for the appointment of Mr. Barun

Mitra as Part Time Official (Nominee) Director.

21. Ministry of Shipping Order SY-11012/5/95 -CSL dated November 27, 2012 for the appointment of Mr. Elias

George as Part Time Official (Nominee) Director.

22. Ministry of Shipping Order SS-11012/05/2014 -SY II dated March 21, 2016 for the appointment of Mr.

Krishna Das E as Non Official Part Time (Independent) Director.

23. Ministry of Shipping Order SS-11012/05/2014 -SY II dated March 21, 2016 for the appointment of Mr.

Radhakrishna Menon as Non Official Part Time (Independent) Director.

24. Ministry of Shipping Order SS-11012/05/2014 -SY II dated March 21, 2016 for the appointment of Ms.

Roopa Shekhar Rai as Non Official Part Time (Independent) Director.

25. Memorandum of Understanding signed with Ministry of Shipping for the financial year 2016-2017.

26. Tripartite Agreement dated November 24, 2016 amongst our Company, NSDL and Registrar to the Issue.

27. Tripartite Agreement dated November 6, 2013 amongst our Company, CDSL and Registrar to the Issue.

28. Due Diligence Certificate dated March 23, 2017 addressed to SEBI from the BRLMs.

29. In principle listing approvals dated [●] and [●] issued by the BSE and the NSE respectively.

30. SEBI observation letter dated [●].

31. Consent for inclusion of Industry Report dated March 22, 2017.

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified

at any time if so required in the interest of our Company or if required by the other parties, without reference to

the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant

statutes.

359

DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules/ regulations and

guidelines issued by the Government or the regulations, rules or guidelines issued by SEBI, established under

section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red

Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, SCRR, the SEBI Act or rules

or regulations made thereunder or guidelines issued, as the case may be. We further certify that all the statements

in this Draft Red Herring Prospectus are true and correct.

SIGNED BY DIRECTORS OF OUR COMPANY

________________________

Mr. Madhu S. Nair


________________________

Mr. D. Paul Ranjan

Director (Finance) and Chief Financial Officer

________________________

Mr. Sunny Thomas

Director (Technical)

________________________

Mr. Suresh Babu N.V

Director (Operations)

________________________

Mr. Barun Mitra

Part Time Official (Nominee) Director

________________________

Mr. Elias George

Part Time Official (Nominee) Director

________________________

Mr. Krishna Das E

Non Official Part Time (Independent) Director

________________________

Mr. Radhakrishna Menon


________________________

Ms. Roopa Shekhar Rai



Place: New Delhi

360

DECLARATION

On behalf of the Selling Shareholder, I certify that the statements and undertakings made in this Draft Red Herring

Prospectus about or in relation to the Selling Shareholder and the Equity Shares offered pursuant to the Offer for

Sale are true and correct.

Signed on behalf of the Selling Shareholder

Authorised Signatory of the President of India, acting through the Ministry of Shipping

Name: Mr. Pradeep Kumar Roy

Designation: Deputy Secretary (Shipping)


Place: New Delhi

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